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)               April 6, 2005                              

FelCor Lodging Trust Incorporated

(Exact name of registrant as specified in its charter)

Maryland	001-14236	75-2541756
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

545 E. John Carpenter Frwy., Suite 1300 Irving, Texas	75062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code               (972) 444-4900                              

(Former name or former address, if changed since last report.)

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

Section 1 — Registrant’s Business and Operations
	Item 1.01 Entry into a Material Definitive Agreement.
Section 3 — Securities and Trading Markets
	Item 3.03 Material Modification to Rights of Security Holders.
Section 5 — Corporate Governance and Management
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Section 8 — Other Events
	Item 8.01 Other Events.
Section 9 — Financial Statements and Exhibits
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Underwriting Agreement
Articles Supplementary of the Company
Form of Share Certificate
Deposit Agreement
Form of Depositary Receipt
7th Amendment to 2nd Amended/Restated Agreement of Limited Partnership
Computation of Ratio of Earnings
Press Release

Section 1 — Registrant’s Business and Operations

      Item 1.01 Entry into a Material Definitive Agreement.

          On March 8, 2005, FelCor Lodging Trust Incorporated, or the Company, entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, A.G. Edwards & Sons, Inc. and Deutsche Bank Securities Inc. On April 7, 2005, pursuant to the Underwriting Agreement, the Company issued an aggregate of 5,400,000 depositary shares, each depositary share representing a 1/100 fractional interest in a share of 8% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company. The gross proceeds from the sale of the depositary shares, or $135,000,000, were used to redeem 54,000 shares of 9% Series B Cumulative Redeemable Preferred Stock of the Company and the corresponding 5,400,000 depositary shares representing the 9% Series B Cumulative Redeemable Preferred Stock redeemed. A copy of the Underwriting Agreement is filed as an exhibit to this Current Report on Form 8-K.

          Each of the depositary shares issued on April 7, 2005, or the Depositary Shares, represents a 1/100 fractional interest in a share of 8% Series C Cumulative Redeemable Preferred Stock, or Series C Preferred Stock, of the Company deposited with SunTrust Bank, as depositary, pursuant to a Deposit Agreement, dated April 7, 2005, by and among the Company, SunTrust Bank and the holders from time to time of the Depositary Shares. The Deposit Agreement governs the deposit of the Series C Preferred Stock with the depositary and the issuance of the Depositary Shares. A copy of the Depositary Agreement is filed as an exhibit to this Current Report on Form 8-K.

          Each holder of the Depositary Shares is entitled to all proportional rights and preferences of the Series C Preferred Stock, including dividend, voting, redemption and liquidation rights, preferences, privileges and obligations of an owner of the Series C Preferred Stock. Each share of Series C Preferred Stock is entitled to a liquidation preference of $2,500 per share (equivalent to $25 per depositary share). Dividends on the Series C Preferred Stock represented by the Depositary Shares are cumulative from the date of original issue and are payable quarterly on the last calendar day of January, April, July and October of each year, commencing on July 31, 2005, at a rate of 8% of the liquidation preference per year (equivalent to $2.00 per year per Depositary Share). The Series C Preferred Stock and the Depositary Shares are not redeemable prior to April 7, 2010. On and after April 7, 2010, the Company may redeem the Series C Preferred Stock at is option, in whole or in part, at a redemption price of $2,500 per share (equivalent to $25 per Depositary Share), plus accrued and unpaid dividends, if any.

          On April 7, 2005, the Company, in its capacity as the sole general partner of FelCor Lodging Limited Partnership, or FelCor LP, and on behalf of the limited partners of FelCor LP, pursuant to the power of attorney granted to the Company in the Second Amended and Restated Agreement of Limited Partnership of FelCor LP, as amended, or the LP Agreement, entered into the Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP. The Seventh Amendment adopted Addendum No. 4 to the LP Agreement. Addendum No. 4 established and designated units of limited partnership interest as “Series E Cumulative Redeemable Preferred Units.” The Series E Cumulative Redeemable Preferred Units have the preferences and other rights, restrictions, limitations as to distributions, qualifications, and terms and conditions of redemption that are applicable to the Series C Preferred Stock. A copy of the Seventh Amendment and Addendum No. 4 are filed as exhibits to this Current Report on Form 8-K.

Section 3 — Securities and Trading Markets

      Item 3.03 Material Modification to Rights of Security Holders.

          The Board of Directors of the Company, pursuant to the Charter of the Company as in effect, has the authority to issue in one or more series of up to 20,000,000 shares of Company preferred stock. On April 6, 2005, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary to its Charter. The Articles Supplementary designated 54,000 shares of Company preferred stock, par value $0.01 per share, as “8% Series C Cumulative Redeemable Preferred Stock.” The following is a description of the material terms of the Series C Preferred Stock and the Depositary Shares representing the Series C Preferred Stock.

      Dividends. Dividends on the Series C Preferred Stock represented by the Depositary Shares are cumulative from the date of issuance payable at the rate of 8% of the liquidation preference per year (equivalent to $2.00 per year per Depositary Share). Dividends are payable quarterly on the last calendar day of January, April, July, October (or, if not a business day, on the next succeeding business day) commencing on July 31, 2005. Dividends on the Series C Preferred Stock will accrue from the date of issuance regardless of whether the Company has sufficient earnings or funds otherwise legally available for the payment of dividends or has declared any such dividends.

      Liquidation Preference. The Series C Preferred Stock will have a liquidation preference of $2,500 per share (equivalent to $25 per Depositary Share), plus an amount equal to accrued and unpaid dividends, if any.

      Optional Redemption. The Series C Preferred Stock is not redeemable prior to April 7, 2010, except in limited circumstances relating to the ownership limitation necessary to preserve the Company’s qualification as a real estate investment trust. On and after April 7, 2010, the Series C Preferred Stock may be redeemed at the Company’s option, in whole or in part, at a redemption price of $2,500 per share (equivalent to $25 per Depositary Share), plus accrued and unpaid distributions thereon, if any, to the date of redemption.

      Ranking. With respect to the payment of dividends and amounts upon liquidation, the Series C Preferred Stock will rank pari passu with the Company’s outstanding $1.95 Series A Cumulative Convertible Preferred Stock and 9% Series B Cumulative Redeemable Preferred Stock, and senior to the Company’s outstanding common stock.

      Voting Rights. Holders of Depositary Shares, generally, will not have any voting rights, except as required by law. However, if dividends on the Series C Preferred Stock or any parity preferred stock are in arrears for six or more quarterly periods, whether or not consecutive, the holders of Depositary Shares (voting together, as a single class, with the holders of Company Series A Preferred Stock, Series B Preferred Stock and of any other series of Company preferred stock on a parity with the Series C Preferred Stock having like voting rights that are then exercisable) will be entitled to elect a total of two directors to the Company’s board of directors until all dividends accumulated on the shares of Series C Preferred Stock and any parity preferred stock have been fully paid or set aside for payment.

      No Conversion Rights. The Series C Preferred Stock is not convertible into or exchangeable for any of the Company’s other securities. Under certain transfer restrictions contained in the Company’s Charter, however, the shares of Series C Preferred Stock may become excess shares in order, among other things, to ensure that the Company remains qualified as a real estate investment trust for Federal income tax purposes.

      Restrictions on Ownership. To ensure that the Company can satisfy certain ownership limitations applicable to real estate investment trusts, no person may own (including ownership attributed to that person for Federal income tax purposes) more than 9.9% of any class of Company capital stock. Ownership of the Series C Preferred Stock will be attributed to holders of the Depository Shares on a prorated basis.

      Listing The Depositary Shares are listed on the New York Stock Exchange under the symbol “FCH Pr C.”

Section 5 — Corporate Governance and Management

      Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On April 6, 2005, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary to its Charter. The Articles Supplementary designated 54,000 shares of Company preferred stock, par value $0.01 per share, as “8% Series C Cumulative Redeemable Preferred Stock.” A copy of the Articles Supplementary is filed as an exhibit to this Current Report on Form 8-K.

          For a description of the material terms of the Series C Preferred Stock, see Item 3.03 of this Current Report on Form 8-K.

Section 8 — Other Events

      Item 8.01 Other Events.

          On April 8, 2005, the Company redeemed 54,000 shares of its 9% Series B Cumulative Redeemable Preferred Stock and the corresponding 5,400,000 depositary shares representing the 9% Series B Cumulative Redeemable Preferred Stock redeemed from the proceeds of the issuance of the Depositary Shares.

          A press release that relates to the redemption of the 9% Series B Cumulative Redeemable Preferred Stock is filed as an exhibit to this Current Report on Form 8-K.

Section 9 — Financial Statements and Exhibits

      Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Exhibits.

          The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit
Number	Description of Exhibit
1.1	Underwriting Agreement, dated as of March 8, 2005, by and among the Company, Morgan Stanley & Co. Incorporated, A.G. Edwards & Sons, Inc. and Deutsche Bank Securities Inc.
3.1.6	Articles Supplementary of the Company designating the shares of 8% Series C Cumulative Redeemable Preferred Stock filed April 6, 2005.
4.10.1	Form of Share Certificate for 8% Series C Cumulative Redeemable Preferred Stock.
4.11.1	Deposit Agreement, dated April 7, 2005, between the Company and SunTrust Bank, as preferred share depositary.
4.12.1	Form of Depositary Receipt evidencing the Depositary Shares, which represent the 8% Series C Cumulative Redeemable Preferred Stock.
10.1.8	Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership.
12.1	Computation of ratio of earnings to combined fixed charges and preferred stock dividends.
99.1	Press release issued by the Company on March 8, 2005, announcing the pricing of the offering of 8% Series C Cumulative Redeemable Preferred Stock and the redemption of the 9% Series B Cumulative Redeemable Preferred Stock.

SIGNATURES

      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.

	FELCOR LODGING TRUST INCORPORATED
Date: April 11, 2005	By:	/s/ Lawrence D. Robinson
	Name:	Lawrence D. Robinson
	Title:	Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
1.1	Underwriting Agreement, dated as of March 8, 2005, by and among the Company, Morgan Stanley & Co. Incorporated, A.G. Edwards & Sons, Inc. and Deutsche Bank Securities Inc.
3.1.6	Articles Supplementary of the Company designating the shares of 8% Series C Cumulative Redeemable Preferred Stock filed April 6, 2005.
4.10.1	Form of Share Certificate for 8% Series C Cumulative Redeemable Preferred Stock.
4.11.1	Deposit Agreement, dated April 7, 2005, between the Company and SunTrust Bank, as preferred share depositary.
4.12.1	Form of Depositary Receipt evidencing the Depositary Shares, which represent the 8% Series C Cumulative Redeemable Preferred Stock.
10.1.8	Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership.
12.1	Computation of ratio of earnings to combined fixed charges and preferred stock dividends.
99.1	Press release issued by the Company on March 8, 2005, announcing the pricing of the offering of 8% Series C Cumulative Redeemable Preferred Stock and the redemption of the 9% Series B Cumulative Redeemable Preferred Stock.

EX-1.1

                        FELCOR LODGING TRUST INCORPORATED

                           5,400,000 Depositary Shares
                      Each Representing 1/100 of a Share of
                8% Series C Cumulative Redeemable Preferred Stock

                             Underwriting Agreement

                                                              New York, New York
                                                                   March 8, 2005

Morgan Stanley & Co. Incorporated
A.G. Edwards & Sons, Inc.
Deutsche Bank Securities Inc.
As Representatives of the several Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

            FelCor Lodging Trust Incorporated, a corporation organized under the
laws of the State of Maryland (the "Company"), proposes to sell to the several
underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, 5,400,000 depositary shares
(the "Depositary Shares"), each representing 1/100 of a share of 8% Series C
Cumulative Redeemable Preferred Stock, $0.01 par value, of the Company (the
"Preferred Stock"). The Depositary Shares will be issued by SunTrust Bank
(formerly SunTrust Bank, Atlanta), as Depositary (the "Depositary"), under a
Deposit Agreement to be dated as of April 7, 2005, among the Company, the
Depositary and the holders from time to time of the Depositary Receipts (as
defined below) issued thereunder (the "Deposit Agreement"). The Depositary
Shares will be evidenced by depositary receipts issued pursuant to the Deposit
Agreement (the "Depositary Receipts"). The Preferred Stock, the Depositary
Shares and the Depositary Receipts are collectively referred to herein as the
"Securities." To the extent there are no additional Underwriters listed on
Schedule I other than you, the term Representatives, as used herein, shall mean
you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Any reference herein to
the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3,
which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be; and
any reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospec-



tus or the Final Prospectus, as the case may be, deemed to be incorporated
therein by reference. Certain terms used herein are defined in Section 18
hereof.

            1.    Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.

            (a)   The Company meets the requirements for use of Form S-3 under
      the Act and has prepared and filed with the Commission a registration
      statement on file number 333-46357 on Form S-3, including a related basic
      prospectus, for registration under the Act of the offering and sale of the
      Securities. The Company may have filed one or more amendments thereto,
      including a Preliminary Final Prospectus, each of which has previously
      been furnished to you. The Company will next file with the Commission one
      of the following: (1) after the Effective Date of such registration
      statement, a final prospectus supplement relating to the Securities in
      accordance with Rules 430A and 424(b), (2) prior to the Effective Date of
      such registration statement, an amendment to such registration statement
      (including the form of final prospectus supplement) or (3) a final
      prospectus supplement in accordance with Rules 415 and 424(b). In the case
      of clause (1), the Company has included in such registration statement, as
      amended at the Effective Date, all information (other than Rule 430A
      Information) required by the Act and the rules thereunder to be included
      in such registration statement and the Final Prospectus. As filed, such
      final prospectus supplement or such amendment and form of final prospectus
      supplement shall contain all Rule 430A Information, together with all
      other such required information, and, except to the extent the
      Representatives shall agree in writing to a modification, shall be in all
      substantive respects in the form furnished to you prior to the Execution
      Time or, to the extent not completed at the Execution Time, shall contain
      only such specific additional information and other changes (beyond that
      contained in the Basic Prospectus and any Preliminary Final Prospectus) as
      the Company has advised you, prior to the Execution Time, will be included
      or made therein. The Registration Statement, at the Execution Time, meets
      the requirements set forth in Rule 415(a)(1)(x).

            (b)   On the Effective Date, the Registration Statement did or will,
      and when the Final Prospectus is first filed (if required) in accordance
      with Rule 424(b) and on the Closing Date (as defined herein), the Final
      Prospectus (and any supplement thereto) will, comply in all material
      respects with the applicable requirements of the Act and the Exchange Act
      and the respective rules thereunder; on the Effective Date and at the
      Execution Time, the Registration Statement did not or will not contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary in order to make the statements
      therein not misleading; and, on the Effective Date, the Final Prospectus,
      if not filed pursuant to Rule 424(b), will not, and on the date of any
      filing pursuant to Rule 424(b) and on the Closing Date and any settlement
      date, the Final Prospectus (together with any supplement thereto) will
      not, include any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;
      provided, however, that the Company makes no representations or warranties
      as to the information contained in or omitted from the Registration
      Statement or the Final Prospectus (or any supplement thereto) in reliance
      upon and in conformity with information fur-

                                      -2-


      nished in writing to the Company by or on behalf of any Underwriter
      through the Representatives specifically for inclusion in the Registration
      Statement or the Final Prospectus (or any supplement thereto).

            (c)   The Registration Statement has become effective under the Act;
      no order preventing or suspending the use of any Final Prospectus has been
      issued and no proceeding for that purpose has been instituted or
      threatened by the Commission or the securities authority of any state or
      other jurisdiction. No stop order suspending the effectiveness of the
      Registration Statement or any part thereof has been issued and no
      proceeding for that purpose has been instituted or threatened or, to the
      best knowledge of the Company, contemplated by the Commission or the
      securities authority of any state or other jurisdiction and any request on
      the part of the Commission for additional information has been complied
      with.

            (d)   Each document, if any, filed or to be filed pursuant to the
      Exchange Act and incorporated by reference in the Final Prospectus
      complied or will comply when so filed in all material respects with the
      Exchange Act and the applicable rules and regulations of the Commission
      thereunder.

            (e)   The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Maryland
      with all requisite corporate power and authority to own and lease its
      properties and to conduct its business as described in the Final
      Prospectus. The Company has been duly qualified or registered to do
      business and is in good standing as a foreign corporation in each other
      jurisdiction in which the ownership or leasing of its properties or the
      nature or conduct of its business as described in the Final Prospectus
      requires such qualification, except where the failure to do so would not
      have a material adverse effect on the condition, financial or otherwise,
      business, prospects, net worth or results of operations of the Company,
      the Operating Partnership and the entities listed on Schedule II hereto
      (the "Subsidiaries"), taken as a whole (a "Material Adverse Effect").
      Except for the Subsidiaries, the Company does not own, control, or have an
      equity interest in, directly or indirectly, any corporation, association
      or other entity. The Company, the Operating Partnership or a Subsidiary,
      as applicable, owns the percentage equity interests of each of the
      Subsidiaries as reflected on Schedule II hereto. All of such equity
      interests have been duly and validly authorized and issued and, except for
      general partnership interests, are fully paid and non-assessable and are
      so owned free and clear of any pledge, lien, charge, encumbrance, security
      interests, preemptive right or other claims, except as set forth in such
      entity's governing documents or otherwise reflected on Schedule II hereto.

            (f)   The Operating Partnership has been duly formed and is validly
      existing as a limited partnership in good standing under the Delaware
      Revised Uniform Limited Partnership Act (the "Delaware Act") with all
      requisite partnership power and authority to own and lease its properties
      and to conduct its business as described in the Final Prospectus. Each
      Subsidiary (other than the Operating Partnership) has been duly formed and
      is validly existing as a corporation, business trust, limited partnership
      or limited liability company in good standing under the laws of its
      respective jurisdiction of forma-

                                      -3-


      tion. Each Subsidiary has been duly qualified or registered to do business
      and is in good standing as a foreign corporation, business trust,
      partnership or limited liability company, as the case may be, in each
      other jurisdiction in which the ownership or leasing of its properties or
      the nature or conduct of its business as now conducted requires such
      qualification or registration, except where the failure to do so would not
      have a Material Adverse Effect. The Company is, and at the Closing Date
      will be, the sole general partner of the Operating Partnership, and at the
      Closing Date will own, directly or indirectly, at least a 95% interest in
      the Operating Partnership.

            (g)   The Company has all requisite corporate right, power and
      authority to enter into this Agreement, to execute and file articles
      supplementary relating to the classification of authorized shares of
      Securities (the "Articles Supplementary"), to enter into the other
      documents to be entered into in connection with the transactions
      contemplated hereby, to issue, sell and deliver the Securities as provided
      in the Final Prospectus and to consummate the transactions contemplated in
      the Final Prospectus.

            (h)   This Agreement and the Articles Supplementary have been duly
      authorized, executed and delivered by the Company.

            (i)   The Deposit Agreement has been duly authorized, and when
      executed and delivered by the Company (and assuming the due authorization
      by the Depositary), will constitute a valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms,
      subject to applicable bankruptcy, insolvency or similar laws affecting
      creditors' rights generally and general principles of equity.

            (j)   The Second Amended and Restated Agreement of Limited
      Partnership of the Operating Partnership, as amended or supplemented (the
      "Partnership Agreement"), has been duly and validly executed by the
      Company on behalf of itself and all of the other partners in the Operating
      Partnership. The Subsidiaries that are parties to the Management
      Agreements have the requisite power and authority to enter into the
      Management Agreements and to perform their obligations thereunder. Each
      such agreement has been duly authorized, executed and delivered by the
      Company, the Operating Partnership and the Subsidiaries, as applicable.
      (This Agreement, the Deposit Agreement, the Articles Supplementary, the
      Partnership Agreement and the Management Agreements sometimes are
      hereinafter referred to collectively as the "Operative Documents").

            (k)   Each consent, approval, authorization, order, license,
      certificate, permit, registration, designation or filing by or with any
      governmental agency or body necessary for the valid authorization,
      issuance, sale and delivery of the Securities, the execution, delivery and
      performance of this Agreement, the Deposit Agreement and the Articles
      Supplementary and the consummation by the Company of the transactions
      contemplated hereby and thereby has been made or obtained and is in full
      force and effect; provided, however, that the Articles Supplementary has
      not been filed, but will be filed with the Maryland Department of
      Assessments and Taxation at or before the Closing Date.

            (l)   Neither the issuance, sale and delivery by the Company of the
      Securities, nor the execution, delivery and performance of this Agreement,
      the Deposit Agreement

                                      -4-


      or the Articles Supplementary and the other documents to be entered into
      in connection with the transactions contemplated hereby and thereby by the
      Company nor the consummation of the transactions contemplated hereby or
      thereby or in the Final Prospectus will conflict with or result in a
      breach or violation of any of the terms and provisions of, or (with or
      without the giving of notice or the passage of time or both) constitute a
      default under, any of the Operative Documents, the charter (as amended by
      the Articles Supplementary), articles or certificate of incorporation,
      bylaws, certificate of limited partnership or partnership agreement,
      certificate of formation or limited liability company agreement, as the
      case may be, of the Company, the Operating Partnership or any Subsidiary;
      any indenture, mortgage, deed of trust, loan agreement, note, lease or
      other agreement or instrument to which any of the Company, the Operating
      Partnership or any Subsidiary is a party or to which they, any of them,
      any of their respective properties or other assets or any Hotel is
      subject, except that any violation of the "Ownership Limit," as defined in
      the Company's articles of amendment and restatement, because of the
      issuance of the Securities, has been waived, or will be waived prior to
      the Closing Date, by the Company's board of directors as permitted by such
      instrument and except such conflicts, breaches, violations or defaults
      that would not have a Material Adverse Effect; or any applicable statute,
      judgment, decree, order, rule or regulation of any court or governmental
      agency or body applicable to any of the foregoing or any of their
      respective properties, except such breaches or violations that would not
      have a Material Adverse Effect; or result in the creation or imposition of
      any lien, charge, claim or encumbrance upon any property or asset of any
      of the foregoing, except such liens, charges, claims or encumbrances that
      would not have a Material Adverse Effect.

            (m)   The Depositary Shares and the Preferred Stock have been
      validly authorized by the Company. When the shares of Preferred Stock and
      the Depositary Receipts evidencing the Depositary Shares representing
      interests in such Preferred Stock are issued and delivered against payment
      therefor as provided in this Agreement and the Deposit Agreement, the
      Preferred Stock will be duly and validly issued, fully paid and
      nonassessable. The deposit of the Preferred Stock by the Company with the
      Depositary pursuant to the Deposit Agreement has been duly authorized and,
      when the Depositary Shares are issued and delivered in accordance with the
      terms of this Agreement, the Depositary Shares will represent legal and
      valid interests in the Preferred Stock as provided in the Deposit
      Agreement. Assuming due authorization, execution and delivery of the
      Deposit Agreement by the Depositary, each Depositary Share will represent
      the interest described in the Final Prospectus in a validly issued,
      outstanding, fully paid and nonassessable share of Preferred Stock.
      Assuming due execution and delivery of the Depositary Receipts by the
      Depositary pursuant to the Deposit Agreement, the Depositary Receipts will
      entitle the holders thereof to the benefits provided therein and in the
      Deposit Agreement. There are no statutory or other preemptive rights of
      shareholders with respect to any of the Securities. No person or entity
      holds a right to require or participate in the registration under the Act
      of the Securities pursuant to the Registration Statement other than those
      persons who have expressly waived such rights. No person or entity has a
      right of participation or first refusal with respect to the sale of the
      Securities by the Company. The form of certificates evidencing the
      Preferred Stock will comply as of the

                                      -5-


      Closing Date with all applicable requirements of Maryland law. The
      Depositary Receipts will be as of the Closing Date in due and proper form.

            (n)   The Company's authorized, issued and outstanding capital stock
      is as disclosed in the Final Prospectus. All of the issued shares of
      capital stock of the Company have been duly authorized and validly issued,
      are fully paid and nonassessable and conform to the description of the
      Common Stock, the Securities and the Series A Preferred Stock, as the case
      may be, contained in the Final Prospectus. The Securities conform to the
      description thereof contained in the Final Prospectus. None of the issued
      and outstanding shares of capital stock of the Company has been issued or
      is owned or held in violation of any preemptive rights of shareholders.
      The Company has no other issued and outstanding capital stock. Except as
      disclosed in the Final Prospectus, and except for any grants of options or
      restricted stock made in the ordinary course of business under the
      Company's restricted stock and stock option plans, there is no outstanding
      option, warrant or other right calling for the issuance of, and no
      commitment, plan or arrangement to issue, any shares of capital stock of
      the Company or any security convertible into or exchangeable for capital
      stock of the Company.

            (o)   All offers and sales of the Company's capital stock prior to
      the date hereof were at all relevant times duly registered under the Act
      or exempt from the registration requirements of the Act by reason of
      Sections 3(b), 4(2) or 4(6) thereof and were duly registered or were
      issued pursuant to an available exemption from the registration
      requirements of the applicable state securities or blue sky laws.

            (p)   All of the issued Units have been duly and validly authorized
      and issued and are fully paid. None of the issued Units has been issued or
      is owned or held in violation of any preemptive right. The Units to be
      issued to the Company at the Closing Date have been duly and validly
      authorized by the Operating Partnership. At the Closing Date, such Units
      will be validly issued and fully paid. All of the outstanding Units have
      been issued, offered and sold in compliance with all applicable laws
      (including, without limitation, federal and state securities laws). The
      Units to be issued to the Company at the Closing Date will be issued,
      offered and sold in compliance with all applicable laws (including,
      without limitation, federal and state securities laws).

            (q)   The financial statements included or incorporated by reference
      in the Registration Statement and Final Prospectus together with related
      schedules and notes (and any amendment or supplement thereto), present
      fairly the consolidated financial position of the Company and its
      consolidated Subsidiaries, as of the dates indicated, and the results of
      operations, cash flows and shareholder's equity of the Company and its
      consolidated Subsidiaries for the periods specified, all in conformity
      with generally accepted accounting principles applied on a consistent
      basis throughout the periods specified. No other financial statements or
      schedules are required by Form S-3 or otherwise to be included or
      incorporated by reference in the Registration Statement or the Final
      Prospectus.

            (r)   PricewaterhouseCoopers LLP, who has examined and is reporting
      upon the audited financial statements and schedules relating to the
      Company included or incorporated by reference in the Registration
      Statement and the Final Prospectus, is and was,

                                      -6-


      during the periods covered by their report included or incorporated by
      reference in the Registration Statement and the Final Prospectus,
      independent public accountants within the meaning of the Act.

            (s)   Since December 31, 2004, neither the Company nor the Operating
      Partnership has sustained any material loss or interference with its
      business from fire, explosion, flood, hurricane, accident or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or arbitrators' or court or governmental action, order or decree; and,
      since the respective dates as of which information is given in the Final
      Prospectus, and except as otherwise stated in the Final Prospectus, there
      has not been (i) any material change in the capital stock or partnership
      interests, as applicable, long-term debt, obligations under capital leases
      or short-term borrowings of either the Company or the Operating
      Partnership, (ii) any material adverse change, or any development
      involving a prospective material adverse change, in the condition,
      financial or otherwise, or in the business, prospects, net worth or
      results of operations of either the Company, the Operating Partnership and
      their respective Subsidiaries, taken as a whole, from that set forth in
      the Final Prospectus, (iii) any liability or obligation, direct or
      contingent, incurred or undertaken by either the Company or the Operating
      Partnership which is material to the business or condition (financial or
      other) of such entity, except for liabilities or obligations incurred in
      the ordinary course of business, (iv) any declaration or payment of any
      dividend or distribution of any kind on or with respect to the capital
      stock or partnership interests, as applicable, of either the Company or
      the Operating Partnership, except for the declaration of distributions on
      preferred units of the Operating Partnership and of dividends on the
      preferred stock of the Company for the quarters ended December 31, 2004 or
      (v) any transaction that is material to either the Company or the
      Operating Partnership except transactions in the ordinary course of
      business or as otherwise disclosed in the Final Prospectus.

            (t)   The Operating Partnership and its Subsidiaries have good and
      indefeasible title in fee simple to the Hotels and the improvements
      thereon free and clear of all liens, encumbrances, claims, security
      interests, restrictions and defects except (i) those Hotels that are
      leased from third parties as identified in the Final Prospectus, (ii) such
      as are identified in the Final Prospectus, (iii) such matters reflected in
      the owner's title insurance policies relating to such properties and (iv)
      such as do not materially adversely affect the value of the properties,
      taken as a whole, or the use proposed to be made of the properties, taken
      as a whole, by the Operating Partnership and its Subsidiaries. Except as
      disclosed in the Final Prospectus, neither the Company nor the Operating
      Partnership owns or leases any real property as lessee other than pursuant
      to leases which individually or in the aggregate are not material to the
      business, financial condition or results of operations of the Company and
      the Operating Partnership. Except as disclosed in the Final Prospectus, no
      person other than the Operating Partnership has an option or right of
      first refusal to purchase all or part of any Hotel or any interest therein
      other than certain options and rights of first refusal contained in the
      ground lease relating to the Embassy Suites in Kansas City, Missouri or
      partnership agreements to which the Operating Partnership or its
      Subsidiaries are parties. Each of the Hotels complies with all applicable
      codes, laws and regulations (including, without limitation, building and
      zoning codes,

                                      -7-


      laws and regulations and laws relating to access to the Hotels), except if
      and to the extent disclosed in the Final Prospectus and except for such
      failures to comply that would not have a Material Adverse Effect. Neither
      the Company nor the Operating Partnership has knowledge of any pending or
      threatened condemnation proceedings, zoning change, or other proceeding or
      action that will in any manner affect the size of, use of, improvements
      on, construction on or access to the Hotels, except such proceedings or
      actions that would not have a Material Adverse Effect.

            (u)   None of the Company, the Operating Partnership or any
      Subsidiary is in violation of its respective charter, articles or
      certificate of incorporation, bylaws, certificate of limited partnership,
      partnership agreement, certificate of formation or limited liability
      company agreement, as the case may be, except such as in the aggregate do
      not now have and will not in the future have a Material Adverse Effect; no
      default exists, and no event has occurred, nor state of facts exists,
      which, with notice or after the lapse of time to cure or both, would
      constitute a default in the due performance and observance of any
      obligation, agreement, term, covenant, consideration or condition
      contained in any indenture, mortgage, deed of trust, loan agreement, note,
      lease or other agreement or instrument to which any such entity is a party
      or to which any such entity or any of its properties is subject, except
      such as in the aggregate do not now have and will not in the future have a
      Material Adverse Effect. None of the Company, the Operating Partnership or
      any Subsidiary is in violation of, or in default with respect to, any
      statute, rule, regulation, order, judgment or decree, except as may be
      properly described in the Final Prospectus or such as in the aggregate do
      not now have and will not in the future have a Material Adverse Effect.

            (v)   Except as described in the Final Prospectus, there is not
      pending or, to the knowledge of either the Company or the Operating
      Partnership, threatened, any action, suit, proceeding, inquiry or
      investigation against either the Company, the Operating Partnership or any
      Subsidiary or any of their respective officers and directors or to which
      the properties, assets or rights of any such entity are subject, before or
      brought by any court or governmental agency or body or board of
      arbitrators, which could result in any material adverse change in the
      condition, financial or otherwise, business, prospects, or results of
      operations of such entities taken as a whole or which could materially and
      adversely affect the consummation of the transactions contemplated by the
      Final Prospectus.

            (w)   The descriptions in the Registration Statement and the Final
      Prospectus of the contracts, leases and other legal documents therein
      described present fairly the information required to be shown, and there
      are no contracts, leases, or other documents of a character required to be
      described in the Registration Statement or the Final Prospectus or to be
      filed as exhibits to the Registration Statement which are not described or
      filed as required. To the knowledge of the Company and the Operating
      Partnership, there are no statutes or regulations applicable to either the
      Company, the Operating Partnership or any Subsidiary or certificates,
      permits or other authorizations from governmental regulatory officials or
      bodies required to be obtained or maintained by either the Company, the
      Operating Partnership or any Subsidiary of a character required to be
      disclosed in the Registration Statement or the Final Prospectus which have
      not been so disclosed and properly

                                      -8-


      described therein. All agreements between the Company, the Operating
      Partnership and any Subsidiary, respectively, and third parties expressly
      referenced in the Final Prospectus are legal, valid and binding
      obligations of the Company, the Operating Partnership and such Subsidiary,
      respectively, enforceable against such parties in accordance with their
      respective terms, except to the extent enforceability may be limited by
      bankruptcy, insolvency, reorganization or other laws of general
      applicability relating to or affecting creditors' rights and by general
      equitable principles.

            (x)   Except as described in the Final Prospectus, either the
      Company, the Operating Partnership or a Subsidiary owns, possesses or has
      obtained or has taken all necessary action to obtain (and will obtain) all
      material permits, licenses, franchises, certificates, consents, orders,
      approvals and other authorizations of governmental or regulatory
      authorities or other entities as are necessary to own or lease, as the
      case may be, and to operate its respective properties and to carry on its
      business, except where the failure to obtain would not have a Material
      Adverse Effect. None of the Company, the Operating Partnership or any
      Subsidiary has received any notice of proceedings relating to revocation
      or modification of any such licenses, permits, franchises, certificates,
      consents, orders, approvals or authorizations, except such notice with
      respect to licenses, permits, franchises, certificates, consents, orders,
      approvals or authorizations, the revocation or modification of which would
      not have a Material Adverse Effect.

            (y)   Except as described in the Final Prospectus, the Company, the
      Operating Partnership and the Subsidiaries own or possess or have the
      right to acquire (and will acquire) adequate licenses or other rights to
      use all patents, trademarks, service marks, trade names, copyrights,
      software and design licenses, trade secrets, manufacturing processes,
      other intangible property rights and know-how (collectively "Intangibles")
      necessary to entitle the Company, the Operating Partnership and the
      Subsidiaries to conduct their respective businesses as presently
      conducted, except where failure to own, possess or acquire would not have
      a Material Adverse Effect, and neither the Company, the Operating
      Partnership nor any of the Subsidiaries has received notice of
      infringement or of conflict with (and knows of no such infringement of or
      conflict with) asserted rights of others with respect to any Intangibles
      which could have a Material Adverse Effect.

            (z)   The Company's, the Operating Partnership's and each
      Subsidiary's system of internal accounting controls taken as a whole is
      sufficient to meet the broad objectives of internal accounting control
      insofar as those objectives pertain to the prevention or detection of
      errors or irregularities in amounts that would be material in relation to
      the Company's or the Operating Partnership's financial statements; and, to
      the knowledge of the Company, neither the Company nor the Operating
      Partnership, nor any employee or agent thereof, has made any payment of
      funds of either the Company or the Operating Partnership, as the case may
      be, or received or retained any funds, and no funds of either the Company
      or the Operating Partnership as the case may be, have been set aside to be
      used for any payment, in each case in violation of any law, rule or
      regulation.

            (aa)  Each of the Company, the Operating Partnership and each
      Subsidiary (to the extent not consolidated with the Company or the
      Operating Partnership) has filed on a

                                      -9-


      timely basis all federal, state, local and foreign tax returns required to
      be filed through the date hereof and each such tax return is true and
      correct in all material respects, except where the failure to so have
      filed would not have a Material Adverse Effect; each such entity has
      timely paid all taxes due and payable through the date hereof, whether or
      not shown on a tax return; and no tax deficiency has been asserted against
      any such entity, nor does any such entity know of any tax deficiency which
      is likely to be asserted against any such entity and which if determined
      adversely to any such entity, could have a Material Adverse Effect. All
      tax liabilities are adequately provided for on the respective books of
      such entities.

            (bb)  The Company, the Operating Partnership, and the Subsidiaries
      each maintain insurance (issued by insurers of recognized financial
      responsibility) of the types and in the amounts generally deemed adequate
      for their respective businesses and, to the knowledge of the Company
      consistent with insurance coverage maintained by similar companies in
      similar businesses, including, but not limited to, insurance covering real
      and personal property owned or leased by the Company, the Operating
      Partnership and the Subsidiaries against theft, damage, destruction, acts
      of vandalism, and all other risks customarily insured against, all of
      which insurance is in full force and effect.

            (cc)  To the knowledge of the Company no general labor problem
      exists or is imminent with the employees of the Company. The Company,
      including the Operating Partnership and the Subsidiaries, has no more than
      70 employees.

            (dd)  Each of the Company, the Operating Partnership, and their
      officers, directors or affiliates has not taken and will not take,
      directly or indirectly, any action designed to, or that might reasonably
      be expected to, cause or result in or constitute the stabilization or
      manipulation of any security of the Company or to facilitate the sale or
      resale of the Securities.

            (ee)  The Depositary Shares are registered, or will be registered at
      or before the Closing Date, pursuant to Section 12(b) of the Exchange Act,
      and upon issuance the Depositary Shares will be listed on the New York
      Stock Exchange.

            (ff)  The Company has not incurred any liability for a fee,
      commission or other compensation on account of the employment of a broker
      or finder in connection with the transactions contemplated by this
      Agreement other than as contemplated hereby or as described in the
      Registration Statement and the Final Prospectus.

            (gg)  Except as otherwise disclosed in the Final Prospectus, neither
      the Company, the Operating Partnership, nor any Subsidiary nor, to the
      knowledge of the Company any entity from whom the Operating Partnership or
      applicable Subsidiary acquired the Hotels has authorized or conducted or
      has knowledge of the generation, transportation, storage, presence, use,
      treatment, disposal, release, or other handling of any hazardous
      substance, hazardous waste, hazardous material, hazardous constituent,
      toxic substance, pollutant, contaminant, asbestos, radon, polychlorinated
      biphenyls ("PCBs"), petroleum product or waste (including crude oil or any
      fraction thereof), natural gas, liquefied gas, synthetic gas or other
      material defined, regulated, controlled, or subject to any

                                      -10-


      remediation requirement under any environmental law (collectively,
      "Hazardous Materials"), on, in, under, or affecting any real property
      currently leased or owned (or proposed to be leased or owned) or by any
      means controlled by either the Company or the Operating Partnership,
      including the Hotels (the "Real Property"), except as in material
      compliance with applicable laws and except as would not result in a
      Material Adverse Effect; to the knowledge of the Company and the Operating
      Partnership, the Real Property and the Company's and the Operating
      Partnership's operations with respect to the Real Property are in
      compliance with all federal, state and local laws, ordinances, rules,
      regulations and other governmental requirements relating to pollution,
      control of chemicals, management of waste, discharges of materials into
      the environment, health, safety, natural resources, and the environment
      (collectively, "Environmental Laws"), and the Company and the Operating
      Partnership have complied with, and are in compliance with, all licenses,
      permits, registrations, and government authorizations necessary to operate
      under all applicable Environmental Laws, except where such noncompliance
      does not now have and will not have in the future a Material Adverse
      Effect. Except as otherwise disclosed in the Final Prospectus, neither the
      Company nor the Operating Partnership has received any written or oral
      notice from any governmental entity or any other person, and there is no
      pending (to the knowledge of the Company) or threatened claim, litigation,
      or any administrative agency proceeding that alleges (i) a violation of
      any Environmental Laws by either the Company or the Operating Partnership;
      (ii) alleges that either the Company or the Operating Partnership is a
      liable party or a potentially responsible party under the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. Section
      9601, et seq., or any state superfund law; (iii) has resulted in or could
      result in the attachment of an environmental lien on any of the Real
      Property; or (iv) alleges that either the Company or the Operating
      Partnership is liable for any contamination of the environment,
      contamination of the Real Property, damage to natural resources, property
      damage, or personal injury based on their activities or the activities of
      their predecessors or third parties (whether at the Real Property or
      elsewhere) involving Hazardous Materials, whether arising under the
      Environmental Laws, common law principles, or other legal standards.

            (hh)  The Company is organized in conformity with the requirements
      for qualification as a real estate investment trust ("REIT") under the
      Internal Revenue Code of 1986, as amended (the "Code"), and the Company's
      method of operation enables it to meet the requirements for taxation as a
      real estate investment trust under the Code. The Company has qualified and
      continues to qualify and has taken all necessary action to be treated,
      effective beginning with the year ended December 31, 1994, as a REIT under
      the Code, and the Company's organization and current proposed method of
      operation will enable it to continue to qualify as a REIT for its taxable
      year ending December 31, 2004, and in the future. The Operating
      Partnership and all other subsidiary partnerships, joint ventures and
      limited liability companies (excluding taxable REIT subsidiaries) have
      been since their respective formations, and continue to be, treated as
      partnerships or disregarded entities for federal income tax purposes and
      not as corporations or associations or publicly traded partnerships
      taxable as corporations.

                                      -11-


            (ii)  Neither the Company, the Operating Partnership nor any
      Subsidiary is, will become as a result of the transactions contemplated
      hereby, or will conduct its respective business in a manner in which any
      such entity would become, an "investment company," or a company
      "controlled" by an "investment company," within the meaning of the
      Investment Company Act of 1940, as amended.

            (jj)  No real estate appraisal firm which prepared appraisals of the
      Hotels, nor any environmental engineering firm which prepared Phase I
      environmental assessment reports with respect to the Hotels, was employed
      for such purpose on a contingent basis or has any substantial interest in
      either the Company, the Operating Partnership, or any Subsidiary.

            (kk)  The Operating Partnership is not currently prohibited,
      directly or indirectly, from making distributions to the Company, from
      repaying to the Company any loans or advances to the Operating
      Partnership, or from transferring any of the Operating Partnership's
      property or assets to the Company, except as disclosed in the Final
      Prospectus.

            (ll)  The Company has not, directly or indirectly since the filing
      of the Registration Statement sold, bid for, purchased, or paid anyone any
      compensation for soliciting purchases of, the Securities.

            (mm)  Each of the Company and the Subsidiaries are in compliance
      with all applicable laws, rules, regulations, ordinances, directions,
      judgments, decrees and orders, foreign and domestic, except where failure
      to be in compliance could not reasonably be expected to have a Material
      Adverse Effect.

            (nn)  There is and has been no failure on the part of the Company
      and any of the Company's directors or officers, in their capacities as
      such, in any material respects, to comply with any provision of the
      Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in
      connection therewith (the "Sarbanes Oxley Act"), including Section 402
      related to loans and Sections 302, 404 and 906 related to certifications.

            Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

            2.    Purchase and Sale. (a) Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
$25.00 per share, the amount of the Depositary Shares set forth opposite such
Underwriter's name in Schedule I hereto.

            (b)   As compensation for the services of the Underwriters in
connection with the transactions contemplated by this Agreement, the Company
hereby agrees to pay to the Un-

                                      -12-


derwriters on the Closing Date in immediately available funds by wire transfer
to a bank account or accounts directed by the Representative $4,252,500 in the
aggregate.

            3.    Delivery and Payment. Delivery of and payment for the
Depositary Shares shall be made at 10:00 A.M., New York City time, on April 7,
2005, or at such time on such later date not more than five Business Days after
the foregoing date as the Representatives shall designate, which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 10 hereof (such date and time of delivery and payment for
the Depositary Shares being herein called the "Closing Date").

            Depositary Receipts for the Depositary Shares shall be in definitive
form and registered in such names and in such denominations as you shall request
in writing not later than one full business day prior to the Closing Date. The
Depositary Receipts evidencing the Depositary Shares shall be delivered to you,
through the facilities of the Depository Trust Company unless the
Representatives shall otherwise instruct, on the Closing Date for the respective
accounts of the several Underwriters, with any transfer taxes payable in
connection with the transfer of the Depositary Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.

            4.    Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Depositary Shares for sale to the public as
set forth in the Final Prospectus.

            5.    Agreements. The Company agrees with the several Underwriters
that:

            (a)   The Company will use its best efforts to cause the
      Registration Statement, if not effective at the Execution Time, and any
      amendment thereof, to become effective. Prior to the termination of the
      offering of the Securities, the Company will not file any amendment of the
      Registration Statement or supplement (including the Final Prospectus or
      any Preliminary Final Prospectus) to the Basic Prospectus or any Rule
      462(b) Registration Statement unless the Company has furnished you a copy
      for your review prior to filing and will not file any such proposed
      amendment or supplement to which you reasonably object. Subject to the
      foregoing sentence, if the Registration Statement has become or becomes
      effective pursuant to Rule 430A, or filing of the Final Prospectus is
      otherwise required under Rule 424(b), the Company will cause the Final
      Prospectus, properly completed, and any supplement thereto to be filed in
      a form reasonably approved by the Representatives with the Commission
      pursuant to the applicable paragraph of Rule 424(b) within the time period
      prescribed and will provide evidence satisfactory to the Representatives
      of such timely filing. The Company will promptly advise the
      Representatives (1) when the Registration Statement, if not effective at
      the Execution Time, shall have become effective, (2) when the Final
      Prospectus, and any supplement thereto, shall have been filed (if
      required) with the Commission pursuant to Rule 424(b) or when any Rule
      462(b) Registration Statement shall have been filed with the Commission,
      (3) when, prior to termination of the offering of the Securities, any
      amendment to the Registration Statement shall have been filed or become
      effective, (4) of any request by the Commission or its staff for any
      amendment of the Registration Statement, or any Rule 462(b) Registration
      Statement, or for any supplement to the Final Prospectus or for any
      additional information, (5) of the issuance by the Commission of any stop
      order sus-

                                      -13-


      pending the effectiveness of the Registration Statement or the institution
      or threatening of any proceeding for that purpose and (6) of the receipt
      by the Company of any notification with respect to the suspension of the
      qualification of the Securities for sale in any jurisdiction or the
      institution or threatening of any proceeding for such purpose. The Company
      will use its best efforts to prevent the issuance of any such stop order
      or the suspension of any such qualification and, if issued, to obtain as
      soon as possible the withdrawal thereof.

            (b)   If, at any time when a prospectus relating to the Securities
      is required to be delivered under the Act, any event occurs as a result of
      which the Final Prospectus as then supplemented would include any untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein in the light of the circumstances under
      which they were made not misleading, or if it shall be necessary to amend
      the Registration Statement or supplement the Final Prospectus to comply
      with the Act or the Exchange Act or the respective rules thereunder, the
      Company promptly will (1) notify the Representatives of such event, (2)
      prepare and file with the Commission, subject to the second sentence of
      paragraph (a) of this Section 5, an amendment or supplement which will
      correct such statement or omission or effect such compliance and (3)
      supply any supplemented Final Prospectus to you in such quantities as you
      may reasonably request.

            (c)   As soon as practicable, the Company will make generally
      available to its security holders and to the Representatives an earnings
      statement or statements of the Company and its Subsidiaries which will
      satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
      Act.

            (d)   The Company will furnish to the Representatives and counsel
      for the Underwriters, without charge, copies of the Registration Statement
      (including exhibits thereto) and to each other Underwriter a copy of the
      Registration Statement (without exhibits thereto) and, so long as delivery
      of a prospectus by an Underwriter or dealer may be required by the Act, as
      many copies of each Preliminary Final Prospectus and the Final Prospectus
      and any supplement thereto as the Representatives may reasonably request.
      The Company will pay the expenses of printing or other production of all
      documents relating to the offering.

            (e)   The Company will arrange, if necessary, for the qualification
      of the Securities for sale under the laws of such jurisdictions as the
      Representatives may designate, will maintain such qualifications in effect
      so long as required for the distribution of the Securities and will pay
      any fee of the National Association of Securities Dealers, Inc., in
      connection with its review of the offering; provided that in no event
      shall the Company be obligated to qualify to do business in any
      jurisdiction where it is not now so qualified or to take any action that
      would subject it to service of process in suits, other than those arising
      out of the offering or sale of the Securities, in any jurisdiction where
      it is not now so subject.

            (f)   The Company will not, without the prior written consent of
      Morgan Stanley & Co. Incorporated, offer, sell, contract to sell, pledge,
      or otherwise dispose of,

                                      -14-


      (or enter into any transaction which is designed to, or might reasonably
      be expected to, result in the disposition (whether by actual disposition
      or effective economic disposition due to cash settlement or otherwise) by
      the Company or any affiliate of the Company or any person in privity with
      the Company or any affiliate of the Company) directly or indirectly,
      including the filing (or participation in the filing) of a registration
      statement with the Commission in respect of, or establish or increase a
      put equivalent position or liquidate or decrease a call equivalent
      position within the meaning of Section 16 of the Exchange Act, any shares
      of the Securities or other preferred stock, depositary shares or
      depositary receipts ranking pari passu with the Securities or publicly
      announce an intention to effect any such transaction, for a period of 30
      days after the date of the Underwriting Agreement.

            (g)   The Company will comply, in all material respects, with all
      applicable securities and other applicable laws, rules and regulations,
      including, without limitation, the Sarbanes Oxley Act, and to use its best
      efforts to cause the Company's directors and officers, in their capacities
      as such, to comply, in all material respects, with such laws, rules and
      regulations, including, without limitation, the provisions of the Sarbanes
      Oxley Act.

            (h)   The Company will not take, directly or indirectly, any action
      designed to or that might constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, stabilization
      or manipulation of the price of any security of the Company to facilitate
      the sale or resale of the Securities.

            (i)   The Company will use the net proceeds received by it from the
      sale of the Securities in the manner specified in the Final Prospectus
      under "Use of Proceeds."

            (j)   The Company will use its best efforts to effect the listing of
      the Depositary Shares on the New York Stock Exchange.

            6.    Fees and Expenses. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
the Company shall pay or cause to be paid all expenses incident to the
performance of its obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the issuance and sale of the Securities and all
other fees or expenses in connection with the preparation of the Registration
Statement, any Final Preliminary Prospectus, the Final Prospectus and all
amendments and supplements thereto, including all printing costs associated
therewith, and the delivering of copies thereof to the Underwriters, in the
quantities herein above specified; (ii) all costs and expenses related to the
transfer and delivery of the Depositary Shares to the Underwriters, including
any transfer or other taxes payable thereon; (iii) the cost of printing or
producing any Blue Sky or legal investment memorandum in connection with the
offer and sale of the Securities under state securities laws and all expenses in
connection with the qualification of the Securities for offer and sale under
state securities laws as provided in Section 5(e) hereof, including filing fees
and the reasonable fees and disbursements of counsel to the Underwriters in
connection with such qualification and in connection with the Blue Sky or legal
investment memorandum; (iv) the registration of the Depositary Shares under the
Exchange Act and the listing of the Depositary Shares on the New York Stock
Exchange; (v) any filing required to be made with the National Association of
Securities Dealers, Inc. (including filing fees

                                      -15-


and the reasonable fees and expenses of counsel for the Underwriters relating to
such filing); (vi) the cost of the preparation, issuance and delivery of the
Securities; (v) the costs and charges of any depositary, registrar or transfer
agent; and (vii) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section 6. It is understood, however, that except as provided in this
Section 6, Section 8 and Section 11 below, the Underwriters will pay all of its
costs and expenses, including fees and disbursements of its counsel, transfer
taxes payable on resale of any of the Depositary Shares by it and any
advertising expenses connected with any offers it may make.

            7.    Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Depositary Shares shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the Execution Time and the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the statements
of the Company made in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and to the following
additional conditions:

            (a)   If the Registration Statement has not become effective prior
      to the Execution Time, unless the Representatives agree in writing to a
      later time, the Registration Statement will become effective not later
      than (i) 6:00 P.M. New York City time, on the date of determination of the
      public offering price, if such determination occurred at or prior to 3:00
      P.M. New York City time on such date or (ii) 9:30 A.M. New York City time
      on the Business Day following the day on which the public offering price
      was determined, if such determination occurred after 3:00 P.M. New York
      City time on such date; if filing of the Final Prospectus, or any
      supplement thereto, is required pursuant to Rule 424(b), the Final
      Prospectus, and any such supplement, will be filed in the manner and
      within the time period required by Rule 424(b); and no stop order
      suspending the effectiveness of the Registration Statement shall have been
      issued and no proceedings for that purpose shall have been instituted or
      threatened.

            (b)   The Company shall have requested and caused Jenkens &
      Gilchrist, a Professional Corporation, counsel for the Company and the
      Operating Partnership, to have furnished to the Representatives their
      opinion, dated the Closing Date and addressed to the Representatives, to
      the effect that:

                  (i)   The Company has been duly incorporated and is validly
            existing as a corporation in good standing under Maryland law with
            all requisite corporate power and authority to own and lease its
            properties and to conduct its business as described in the Final
            Prospectus. The Company has been duly qualified or registered to do
            business and is in good standing as a foreign corporation in the
            states of Arizona, California, Colorado, Delaware, Florida, Georgia,
            Illinois, Kentucky, Louisiana, Massachusetts, Minnesota, Missouri,
            Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma,
            Pennsylvania, South Carolina, Tennessee and Texas. To such counsel's
            knowledge, there are no other jurisdictions in which the ownership
            or leasing of the Company's properties or the nature or conduct of
            its business requires such qualification or registration, except
            where the

                                      -16-


            failure to do so would not have a Material Adverse Effect. To such
            counsel's knowledge, the Operating Partnership or the Company, as
            applicable, directly or indirectly, owns the percentage equity
            interests of each of the Subsidiaries as reflected on Schedule II to
            the Underwriting Agreement. All of the equity interests reflected on
            Schedule II to the Underwriting Agreement have been duly and validly
            authorized and issued and, except for general partnership interests,
            are to such counsel's knowledge fully paid and non-assessable and
            are so owned free and clear of any pledge, lien, charge,
            encumbrance, security interests, preemptive right or other claims,
            except as set forth in such entity's governing documents or on
            Schedule II.

                  (ii)  The Operating Partnership has been duly formed and is
            validly existing under the Delaware Revised Uniform Limited
            Partnership Act (the "Delaware Act") with all requisite partnership
            power and authority to own and lease its properties and to conduct
            its business as described in the Final Prospectus. The Operating
            Partnership has been duly qualified or registered to do business and
            is in good standing as a foreign limited partnership in the states
            of Arizona, California, Colorado, Florida, Georgia, Illinois,
            Kentucky, Louisiana, Maryland, Massachusetts, Minnesota, Missouri,
            Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma,
            Pennsylvania, South Carolina, Tennessee and Texas. To such counsel's
            knowledge, there are no other jurisdictions in which the ownership
            or leasing of the Operating Partnership's properties or the nature
            or conduct of its business requires such qualification or
            registration, except where such failure would not have a Material
            Adverse Effect. The Company is the sole general partner of the
            Operating Partnership and owns, directly or indirectly, at least a
            95% interest in the Operating Partnership.

                  (iii) Each Significant Subsidiary has been duly formed and is
            validly existing as a limited partnership or limited liability
            company in good standing under the laws of its respective
            jurisdiction of formation. Each such Significant Subsidiary has all
            requisite partnership or limited liability company power and
            authority to own and lease its properties and conduct its business
            as presently conducted.

                  (iv)  The Company has all requisite corporate right, power and
            authority to enter into, deliver and perform the Underwriting
            Agreement, the Deposit Agreement and the Articles Supplementary, to
            issue, sell and deliver the Securities as provided in the Final
            Prospectus and to consummate the transactions contemplated in the
            Final Prospectus.

                  (v)   The Underwriting Agreement, the Deposit Agreement and
            the Articles Supplementary have been duly authorized, executed and
            delivered by the Company.

                  (vi)  Each consent, approval, authorization, order, license,
            certificate, permit, registration, designation or filing by or with
            any governmental agency or body necessary for the valid
            authorization, issuance, sale and delivery of the Se-

                                      -17-


            curities, the execution, delivery and performance of the
            Underwriting Agreement and the Deposit Agreement and the
            consummation by the Company of the transactions contemplated by the
            Final Prospectus has been made or obtained and is in full force and
            effect, except such (i) as may be necessary under state securities
            or real estate syndication laws or by the NASD in connection with
            the purchase and distribution of the Securities by the Underwriters,
            as to which such counsel need express no opinion, or (ii) solely as
            the same may relate to the Operative Documents, the lack of which
            would not have a Material Adverse Effect.

                  (vii) Neither the issuance, sale and delivery of the
            Securities, nor the execution, delivery and performance of this
            Agreement, the Deposit Agreement and the other documents to be
            entered into in connection with the transaction contemplated hereby
            and thereby by the Company, nor the consummation of the transactions
            contemplated hereby or thereby or in the Final Prospectus, will
            violate any of the terms and provisions of, or constitute a default
            under, any of the Operative Documents, the charter (as amended by
            the Articles Supplementary), articles or certificates of
            incorporation, bylaws, certificate of limited partnership,
            partnership agreement, certificate of formation or limited liability
            company agreement, as the case may be, of the Company, the Operating
            Partnership or any Subsidiary; or, to the knowledge of such counsel,
            under any indenture, mortgage, deed of trust, loan agreement, note,
            lease or other agreement or instrument filed as an exhibit to any
            required reports, schedules, forms, statements or other documents
            filed by the Company or the Operating Partnership with the
            Commission (collectively, the "SEC Reports"), except that any
            violation of the "Ownership Limit," as defined in the Company's
            articles of amendment and restatement, because of the issuance of
            the Preferred Stock has been waived by the Company's board of
            directors as permitted by such instrument and except for violations
            or defaults under agreements or instruments which have since been
            terminated, cured or otherwise satisfied or such violations or
            defaults as would not have a Material Adverse Effect; or, to the
            knowledge of such counsel, violate any applicable statute, judgment,
            decree, order, rule or regulation of any court or governmental
            agency or body of the United States of America or the State of Texas
            (provided that no opinion is given with respect to laws regulating
            alcoholic beverages), except for violations as would not have a
            Material Adverse Effect; or, to the knowledge of such counsel,
            result in the creation or imposition of any lien, charge, claim or
            encumbrance upon any property or asset of any of the foregoing,
            except for liens, charges, claims or encumbrances which are created
            by the Operative Documents or which have since been terminated,
            cured or otherwise would not have a Material Adverse Effect.

                  (viii) The Depositary Shares and the Preferred Stock have been
            validly authorized by the Company. When the Preferred Stock and the
            Depositary Receipts evidencing the Depositary Shares representing
            interests in such Preferred Stock are issued and delivered against
            payment therefor as provided in the Underwriting Agreement and the
            Deposit Agreement, the Preferred Stock will be duly and validly
            issued, fully paid and nonassessable. The deposit of the Pre-

                                      -18-


            ferred Stock by the Company with the Depositary pursuant to the
            Deposit Agreement has been duly authorized and, when the Depositary
            Shares are issued and delivered in accordance with the terms of the
            Underwriting Agreement, the Depositary Shares will represent legal
            and valid interests in the Preferred Stock as provided in the
            Deposit Agreement. Assuming due authorization, execution and
            delivery of the Deposit Agreement by the Depositary, each Depositary
            Share will represent the interest described in the Final Prospectus
            in a validly issued, outstanding, fully paid and nonassessable share
            of Preferred Stock. Assuming due execution and delivery of the
            Depositary Receipts by the Depositary pursuant to the Deposit
            Agreement, the Depositary Receipts will entitle the holders thereof
            to the benefits provided therein and in the Deposit Agreement. To
            such counsel's knowledge, no person or entity has a right of
            participation or first refusal with respect to the sale of the
            Depositary Shares by the Company. The form of certificates
            evidencing the Preferred Stock comply in all material respects with
            all applicable requirements of Maryland law. The Depositary Receipts
            are in due and proper form.

                  (ix)  All offers and sales of the Company's capital stock
            prior to the date hereof were at all relevant times duly registered
            under the Act or exempt from the registration requirements of the
            Act by reason of Sections 3(b), 4(2) or 4(6) thereof, and (with the
            exception of shares of Common Stock, Series A Preferred Stock and
            Series B Preferred Stock registered under the Act, as to which such
            counsel need not opine) were duly registered or the subject of an
            available exemption from the registration requirements of the
            applicable state securities or blue sky laws.

                  (x)   The Company's authorized, issued and outstanding capital
            stock is as disclosed in the Final Prospectus. All of the issued
            shares of capital stock of the Company have been duly authorized and
            validly issued, fully paid and nonassessable. The Securities conform
            to the description thereof contained in the Final Prospectus. To the
            knowledge of such counsel, except as disclosed in the Final
            Prospectus, and except for any grants of options or restricted stock
            made in the ordinary course of business under the Company's
            restricted stock and stock option plans, there is no outstanding
            option, warrant or other right calling for the issuance of, and no
            commitment, plan or arrangement to issue, any shares of capital
            stock of the Company or any security convertible into or
            exchangeable for capital stock of the Company.

                  (xi)  All of the issued Units have been duly and validly
            authorized and issued and are fully paid. None of the issued Units
            have been issued or is owned or held in violation of any preemptive
            rights. The Units to be issued to the Company at the Closing Date
            have been duly and validly authorized by the Operating Partnership.
            When issued and delivered against payment thereof as provided in the
            Partnership Agreement, such Units will be duly and validly issued
            and fully paid. All of the outstanding Units have been issued,
            offered and sold in compliance with all applicable laws (including,
            without limitation, federal and state se-

                                      -19-


            curities laws). The Units to be issued to the Company at the Closing
            Date will be issued, offered and sold in compliance with all
            applicable laws (including, without limitation, federal and state
            securities laws).

                  (xii) The Company, the Operating Partnership and each
            Significant Subsidiary is not in violation of its respective
            charter, articles or certificates of incorporation, bylaws,
            certificate of limited partnership, partnership agreement,
            certificate of formation or limited liability company agreement, as
            the case may be.

                  (xiii) To such counsel's knowledge, except as described in the
            Final Prospectus, there is not pending or threatened, any action,
            suit, proceeding, inquiry or investigation against either the
            Company, the Operating Partnership or any Significant Subsidiary or
            any of their respective officers and directors or to which the
            properties, assets or rights of any such entity are subject, which,
            if determined adversely to any such entity, would individually or in
            the aggregate have a Material Adverse Effect.

                  (xiv) There are no contracts, leases or other documents known
            to such counsel of a character required to be described in the
            Registration Statement or the Final Prospectus or to be filed as
            exhibits to the Registration Statement which are not described or
            filed as required. To the knowledge of such counsel, there are no
            statutes or regulations of the United States of America or the State
            of Texas (provided that no opinion is given with respect to laws
            regulating alcoholic beverages) applicable to the Company or the
            Operating Partnership or certificates, permits or other
            authorizations from governmental regulatory officials or bodies
            required to be obtained or maintained by such entity, known to such
            counsel, of a character required to be disclosed in the Registration
            Statement or Final Prospectus which have not been so disclosed and
            properly described therein.

                  (xv)  The Depositary Shares have been approved for listing on
            the New York Stock Exchange, subject only to official notice of
            issuance.

                  (xvi) The Registration Statement has become effective under
            the Act and, to the knowledge of such counsel, no stop order
            suspending the effectiveness of the Registration Statement has been
            issued and no proceeding for that purpose has been instituted or is
            pending or contemplated under the Act. Other than financial
            statements and other financial and operating information data and
            schedules contained therein, as to which counsel need express no
            opinion, the Registration Statement, the Final Prospectus and any
            amendment or supplement thereto appear on their face to conform as
            to form in all material respects with the requirements of Form S-3
            under the Act. To the knowledge of such counsel, the conditions for
            use of a registration statement on Form S-3 set forth in the General
            Instructions to Form S-3 have been satisfied with respect to the
            Company and the transactions contemplated by the Underwriting
            Agreement.

                  (xvii) The Company's and the Operating Partnership's SEC
            Reports (other than financial statements and related schedules and
            statistical data, as to

                                      -20-


            which such counsel need express no opinion) appear on their face to
            be responsive in all material respects to the requirements of the
            Exchange Act and the rules and regulations of the Commission under
            the Exchange Act.

                  (xviii) Neither the Company, the Operating Partnership nor any
            Significant Subsidiary is, or solely as a result of the consummation
            of the transactions contemplated hereby will become, an "investment
            company," or a company "controlled" by an "investment company,"
            within the meaning of the Investment Company Act of 1940, as
            amended.

                  (xix) The statements in the Final Prospectus under the caption
            "Description of Series C Preferred Stock and Depositary Shares"
            fairly summarize the matters referred to therein.

            In addition, such counsel shall have participated in the preparation
of the Registration Statement and the Final Prospectus and participated in
discussions with certain officers and employees of the Company, representatives
of the independent accountants who examined the financial statements of the
Company included or incorporated by reference in the Registration Statement and
the Final Prospectus, and you and your representatives. While such counsel shall
have not independently verified and are not passing upon, and does not assume
any responsibility for, the accuracy, completeness or fairness of the
information contained in the Registration Statement and the Final Prospectus
(including any of the documents incorporated by reference therein except as set
forth in opinion (xix) above), on the basis of such participation and review,
nothing has come to such counsel's attention that would lead such counsel to
believe that the Registration Statement (it being understood that we express no
comment with respect to the financial statements and schedules, including the
notes thereto, or any other financial or statistical data that is found in or
derived from the internal accounting or other records of the Company included or
incorporated by reference in the Registration Statement or the Final
Prospectus), at the time such Registration Statement became effective, contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Final Prospectus (it being understood that we express no
comment with respect to the financial statements and schedules, including the
notes thereto, or any other financial or statistical data that is found in or
derived from the internal accounting or other records of the Company included or
incorporated by reference in the Registration Statement or the Final
Prospectus), as of its date, or at the Closing Date, included or includes an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

            In rendering their opinion as aforesaid, such counsel may rely upon
an opinion or opinions, each dated the Closing Date, of other counsel retained
by them, the Company or the Operating Partnership as to laws of any jurisdiction
other than the United States and jurisdictions in which they are admitted,
provided that (1) each such local counsel is acceptable to the Un-derwriters,
(2) a copy of each such opinion is delivered to the Un-

                                      -21-


derwriters and is in form and substance satisfactory to them and their counsel,
and (3) counsel shall state in their opinion that they believe that they and the
Underwriters are justified in relying thereon. In addition, in rendering the
foregoing opinion, such counsel may rely on, as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the Company,
the Operating Partnership and the Subsidiaries and certificates or other written
statements of officers or departments of various jurisdictions, having custody
of documents respecting the existence or good standing of the Company, the
Operating Partnership and the Subsidiaries provided that copies of all such
opinions, statements or certificates shall be delivered to the Underwriters.

      (c)   The Company shall have requested and caused Hunton & Williams LLP,
REIT counsel for the Company, to have furnished to the Representatives their
opinion, dated the Closing Date and addressed to the Representatives, to the
effect that:

            (i)   The Company is organized in conformity with the requirements
      for qualification as a real estate investment trust ("REIT"), pursuant to
      Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
      (the "Code"), and the Company's current and proposed method of operation
      enables it to meet the requirements for qualification and taxation as a
      REIT under the Code.

            (ii)  The Company qualified and continues to qualify, and has taken
      all necessary action to be treated, effective beginning with the year
      ended December 31, 1994, as a REIT under the Code.

            (iii) The Operating Partnership has been since its formation in
      1994, and continues to be, treated as a partnership for federal income tax
      purposes and not as a corporation or an association or a publicly traded
      partnership or other entity taxable as a corporation.

            (iv)  Each Subsidiary partnership (which term does not include any
      TRS) has been since its formation, and continues to be, treated for
      federal income tax purpose either as a partnership or as a disregarded
      entity and not as a corporation or an association or as a publicly traded
      partnership or other entity taxable as a corporation.

            (v)   The statements in the Final Prospectus under the caption
      "Federal Income Tax Consequences of Our Status as a REIT," insofar as such
      statements constitute a summary of the U.S. federal laws referred to
      therein, are accurate and fairly summarize in all material respects the
      U.S. federal tax laws referred to therein.

            In rendering the foregoing opinion, counsel may rely, as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company and the Operating Partnership and certificates or other written
statements of officers or departments of various jurisdictions, having custody
of documents respecting the existence or good standing of the Company and the
Operating Partnership provided that copies of all

                                      -22


such opinions, statements or certificates shall be delivered to counsel for the
Underwriters.

      (d)   The Representatives shall have received from Cahill Gordon & Reindel
LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and sale
of the Securities, the Registration Statement, the Final Prospectus (together
with any supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass upon
such matters.

      (e)   The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the President
or Executive Vice President and the principal financial or accounting officer of
the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Final
Prospectus, any supplements to the Final Prospectus and this Agreement and that:

            (i)   the representations and warranties of the Company in this
      Agreement are true and correct on and as of the Closing Date with the same
      effect as if made on the Closing Date and the Company has complied with
      all the agreements and satisfied all the conditions on its part to be
      performed or satisfied at or prior to the Closing Date;

            (ii)  no stop order suspending the effectiveness of the Registration
      Statement has been issued and no proceedings for that purpose have been
      instituted or, to the Company's knowledge, threatened; and

            (iii) since the date of the most recent financial statements
      included or incorporated by reference in the Final Prospectus (exclusive
      of any supplement thereto), there has been no material adverse effect on
      the condition (financial or otherwise), prospects, earnings, business or
      properties of the Company and its subsidiaries, taken as a whole, whether
      or not arising from transactions in the ordinary course of business,
      except as set forth in or contemplated in the Final Prospectus (exclusive
      of any supplement thereto).

      (f)   The Company shall have requested and caused PricewaterhouseCoopers
LLP to have furnished to the Representatives, at the Execution Time and at the
Closing Date, letters, dated respectively as of the Execution Time and as of the
Closing Date, in form and substance reasonably satisfactory to the
Representatives, confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective applicable rules and
regulations adopted by the Commission thereunder and containing statements and
information of the type ordinarily included in accountants' "comfort letters"
with respect to the financial statements and financial information included or
incorporated by reference in the Registration Statement and Final Prospectus.

                                      -23-


            (g)   Prior to the Closing Date, the Company shall have furnished to
      the Representatives such further information, certificates and documents
      as the Representatives may reasonably request.

            (h)   Subsequent to the Execution Time, there shall not have been
      any decrease in the rating of any of the Company's debt securities by any
      "nationally recognized statistical rating organization" (as defined for
      purposes of Rule 436(g) under the Act) or any notice given of any intended
      or potential decrease in any such rating or of a possible change in any
      such rating that does not indicate the direction of the possible change.

            (i)   The Depositary Shares shall have been listed and admitted and
      authorized for trading on the New York Stock Exchange, and satisfactory
      evidence of such actions shall have been provided to the Representatives.

            (j)   Prior to the Closing Date, the Company shall have filed the
      Articles Supplementary with the Department of Assessments and Taxation.

            (k)   On or prior to the Closing Date, the Representative shall have
      received the Deposit Agreement executed by the Company and such agreement
      shall be in full force and effect at all times from and after the Closing
      Date.

            If any of the conditions specified in this Section 7 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

            The documents required to be delivered by this Section 7 shall be
delivered at the office of Cahill Gordon & Reindel LLP, counsel for the
Underwriters, at 80 Pine Street, New York, NY 10005, on the Closing Date.

            8.    Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 7 hereof is not satisfied,
because of any termination pursuant to Section 11 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Morgan Stanley & Co. Incorporated on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities.

            9.    Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to

                                      -24-


which they or any of them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the
registration of the Securities as originally filed or in any amendment thereof,
or in the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

            (b)   Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page regarding delivery of the
Securities and, under the heading "Underwriting," (i) the list of Underwriters
and their respective participation in the sale of the Securities, (ii) the
sentences related to concessions and reallowances and (iii) the paragraph
related to stabilization, syndicate covering transactions and penalty bids in
any Preliminary Final Prospectus and the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for
inclusion in any Preliminary Final Prospectus or the Final Prospectus.

            (c)   Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel

                                      -25-


retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

            (d)   In the event that the indemnity provided in paragraph (a) or,
(b) or (c) of this Section 9 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
of the Underwriters on the other in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by
it, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Final Prospectus. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand or
the Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by

                                      -26-


pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

            10.   Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 10, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

            11.   Termination. The Underwriters may terminate this Agreement by
notice given to the Company, if after the execution and delivery of this
Agreement and prior to the Closing Date (i) there has been any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company, the Operating Partnership and any
of the Subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business; (ii) trading generally shall have been suspended or
materially limited on, or by, as the case may be, any of the New York Stock
Exchange and the Nasdaq National Market; (iii) trading of any securities of the
Company shall have been suspended on any exchange or in any over-the-counter
market; (iv) a material disruption in securities settlement, payment or
clearance services in the United States or other relevant jurisdiction shall
have occurred; (v) any moratorium on commercial banking activities shall have
been declared by Federal or New York State; or (vi) there shall have occurred
any outbreak or escalation of hostilities, or any change in financial markets,
currency exchange rates or controls or any calamity or crisis

                                      -27-


that, in your judgment, is material and adverse and which, singly or together
with any other event specified in this clause (vi), makes it, in your judgment,
impracticable or inadvisable to proceed with the offer, sale or delivery of the
Securities on the terms and in the manner contemplated in the Final Prospectus.

            12.   Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 9 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.

            13.   Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Morgan Stanley & Co. Incorporated General Counsel
(fax no.: (212) 507-2409) and confirmed to the General Counsel, Morgan Stanley &
Co. Incorporated at 1585 Broadway, New York, New York, 10036, Attention: General
Counsel (with copy to William M. Hartnett, Cahill Gordon & Reindel LLP, 80 Pine
Street, New York, New York 10005); or, if sent to the Company, will be mailed,
delivered or telefaxed to 545 East John Carpenter Freeway, Suite 1300, Irving,
Texas 75062, attention: Lawrence Robinson (with copy to Robert Dockery, Jenkens
& Gilchrist, P.C., 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202).

            14.   Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 9 hereof, and no other person will have any right or obligation
hereunder.

            15.   Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

            16.   Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            17.   Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            18.   Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended, and the
      rules and regulations of the Commission promulgated thereunder.

                                      -28-


            "Basic Prospectus" shall mean the prospectus referred to in
      paragraph 1(a) above contained in the Registration Statement at the
      Effective Date including any Preliminary Final Prospectus.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Effective Date" shall mean each date and time that the Registration
      Statement, any post-effective amendment or amendments thereto and any Rule
      462(b) Registration Statement became or become effective.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Final Prospectus" shall mean the prospectus supplement relating to
      the Securities that was first filed pursuant to Rule 424(b) after the
      Execution Time, together with the Basic Prospectus and, in each case, the
      documents incorporated therein by reference.

            "Hotels" shall mean each of the 148 hotels the Operating
      Partnership, directly or indirectly, currently own interest in as
      described in the Final Prospectus.

            "Management Agreement" shall mean separate management agreements
      pursuant to which third parties operate and manage the 148 Hotels.

            "Operating Partnership" shall mean FelCor Lodging Limited
      Partnership, a Delaware limited partnership.

            "Preliminary Final Prospectus" shall mean any preliminary prospectus
      supplement to the Basic Prospectus which describes the Securities and the
      offering thereof and is used prior to filing of the Final Prospectus,
      together with the Basic Prospectus.

            "Registration Statement" shall mean the registration statement
      referred to in paragraph 1(a) above, including exhibits and financial
      statements, as amended at the Execution Time (or, if not effective at the
      Execution Time, in the form in which it shall become effective) and, in
      the event any post-effective amendment thereto or any Rule 462(b)
      Registration Statement becomes effective prior to the Closing Date, shall
      also mean such registration statement as so amended or such Rule 462(b)
      Registration Statement, as the case may be. Such term shall include any
      Rule 430A Information deemed to be included therein at the Effective Date
      as provided by Rule 430A.

                                      -29-


            "Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
      rules under the Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities and the offering thereof permitted to be omitted from the
      Registration Statement when it becomes effective pursuant to Rule 430A.

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the registration statement referred to
      in Section 1(a) hereof.

            "Series A Preferred Stock" shall mean the $1.95 Series A Cumulative
      Convertible Preferred Stock of the Company.

            "Series B Preferred Stock" shall mean the 9% Series B Cumulative
      Redeemable Preferred Stock of the Company.

            "Significant Subsidiaries" shall mean FelCor Hotel Asset Company,
      L.L.C., FelCor/CSS Hotels, L.L.C., each a Delaware limited liability
      company, and FelCor/CSS Holdings, L.P., a Delaware limited partnership.

            "Units" shall mean the units of partnership interest in the
      Operating Partnership owned, directly or indirectly, by the Company.

                                      -30-


            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                             Very truly yours,

                                             FELCOR LODGING TRUST INCORPORATED

                                             By: ______________________________
                                                 Name:
                                                 Title:

                                       S-1


The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.

MORGAN STANLEY & CO. INCORPORATED
A.G. EDWARDS & SONS, INC.
DEUTSCHE BANK SECURITIES INC.

By: MORGAN STANLEY & CO. INCORPORATED

_____________________________________
Name:
Title:



                                   SCHEDULE I



                                                                  NUMBER OF
                                                               DEPOSITARY SHARES
UNDERWRITERS                                                    TO BE PURCHASED
- ------------                                                   -----------------
                                                            
Morgan Stanley & Co. Incorporated.........................         3,510,000
A.G. Edwards & Sons, Inc..................................           945,000
Deutsche Bank Securities Inc..............................           945,000
                                                                   ---------
                                   Total..................         5,400,000




                                   SCHEDULE II

          LIST OF THE SUBSIDIARIES OF FELCOR LODGING TRUST INCORPORATED



                                                    STATE AND FORM OF
                NAME                                  ORGANIZATION                       OWNERSHIP INTEREST
- ------------------------------              ---------------------------------      ---------------------------------
                                                                             
FelCor Nevada Holdings, L.L.C.              Nevada; Limited Liability Company      100% owned by FelCor

Special Remote I, Inc.                      Delaware; Corporation                  100% owned by FelCor

FelCor Holdings Trust                       Massachusetts; Business Trust          100% owned by FelCor Nevada
                                                                                   Holdings, L.L.C.

FelCor Lodging Limited Partnership          Delaware; Limited Partnership          2.9% GP interest owned by FelCor;
                                                                                   93% LP interest owned by FelCor
                                                                                   Nevada

FelCor/CSS Hotels, L.L.C.                   Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CSS Holdings, L.P.                   Delaware; Limited Partnership          1% GP interest owned by FelCor/CSS
                                                                                   Hotels; 99% LP interest owned by
                                                                                   FelCor LP

FelCor/St. Paul Holdings, L.P.              Delaware; Limited Partnership          1% GP interest owned by FelCor/CSS
                                                                                   Hotels; 99% LP interest owned by
                                                                                   FelCor LP

FelCor/Charlotte Hotel, L.L.C.              Delaware; Limited Liability Company    50% owned by FelCor/CSS Hotels

FelCor/Indianapolis Hotel, L.L.C.           Delaware; Limited Liability Company    50% owned by FelCor/CSS Hotels

E.S. Charlotte Limited Partnership          Minnesota; Limited Partnership         2% GP interest owned by
                                                                                   FelCor/Charlotte; 49% LP interest
                                                                                   owned by FelCor LP

E.S. North, an Indiana Limited Partnership  Indiana; Limited Partnership           2% GP interest owned by
                                                                                   FelCor/Indianapolis; 49% LP
                                                                                   interest owned by FelCor LP

FCH/PSH, L.P.                               Pennsylvania; Limited Partnership      1% GP interest owned by FelCor/CSS
                                                                                   Hotels; 99% LP interest owned by
                                                                                   FelCor LP

FelCor Lodging Holding Company, L.L.C.      Delaware; Limited Liability Company    100% owned by FelCor LP; special
                                                                                   0% interest owned by Special
                                                                                   Remote I, Inc.

FelCor Lodging Company, L.L.C.              Delaware; Limited Liability Company    100% owned by FelCor Lodging
                                                                                   Holding Company, L.L.C.

FelCor Hotel Operating Company, L.L.C.      Delaware; Limited Liability Company    100% owned by FelCor LP





                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    ----------------------------------------
                                                                              
FelCor Pennsylvania Company, L.L.C.          Delaware; Limited Liability Company    100% owned by FHOC

FelCor Hospitality Holding Company,          Delaware; Limited Liability Company    100% owned by FHOC
L.L.C.

FelCor Hospitality Company, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor Hospitality
                                                                                    Holding Company, L.L.C.

FelCor  Hotel Asset Company, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor LP

FHAC Nevada Holdings, L.L.C.                 Nevada; Limited Liability Company      100% owned by FHAC

FHAC Texas Holdings, L.P.                    Texas; Limited Partnership             1% GP interest owned by FHAC and
                                                                                    99% LP interest owned by FHAC
                                                                                    Nevada Holdings, L.L.C.

FelCor HHCL Company, L.L.C.                  Delaware; Limited Liability Company    100% owned by FHAC

FelCor Hotels GenPar, L.L.C.                 Delaware; Limited Liability Company    100% owned by FelCor HHCL

FelCor Hotels LimPar, L.L.C.                 Delaware; Limited Liability Company    100% owned by FelCor HHCL

HHHC GenPar, L.P.                            Delaware; Limited Partnership          1% GP interest owned by FelCor
                                                                                    GenPar, and 99% LP interest owned
                                                                                    by FelCor LimPar

FelCor Hotel Company, Ltd.                   Texas; Limited Partnership             87% GP interest owned by HHHC
                                                                                    GenPar, L.P.and 13% LP interest
                                                                                    owned by FelCor LimPar

FelCor Hotels GenPar II, L.L.C.              Delaware; Limited Liability Company    100% owned by FelCor Hotel Company

FelCor Hotel Company II, Ltd.                Texas; Limited Partnership             1% GP interest owned by FelCor
                                                                                    Hotels GenPar II, L.L.C. and 99% LP
                                                                                    interest owned by FelCor Hotel
                                                                                    Company

FelCor Chat-Lem, L.L.C.                      Delaware; Limited Liability Company    100% owned by FHAC

HI Chat-Lem/Iowa - New Orleans Venture       Louisiana; General Partnership         50% owned by FelCor Chat-Lem,
                                                                                    L.L.C.

FelCor Philadelphia Center, L.L.C.           Delaware; Limited Liability Company    100% owned by FHAC

FelCor Marshall Motels, L.L.C.               Delaware; Limited Liability Company    100% owned by FHAC

Center City Hotel Associates                 Pennsylvania; Limited Partnership      1% GP interest owned by FelCor
                                                                                    Philadelphia Center, L.L.C. and 99% LP
                                                                                    interest owned by FelCor Marshall Motels,
                                                                                    L.L.C.


                                      -2-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    -----------------------------------------
                                                                              
FelCor Hotels Financing II, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor TRS

FelCor Hotels Financing I, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor Hotels
                                                                                    Financing II, L.L.C.

FelCor Hotels Investments I, Ltd.            Texas; Limited Partnership             1% GP interest owned by FelCor
                                                                                    Financing I and 99% LP interest
                                                                                    owned by FelCor TRS

FelCor Hotels Investments II, Ltd.           Texas; Limited Partnership             1% GP interest owned by FelCor Financing
                                                                                    I and 99% LP interest owned by FelCor TRS

FelCor Salt Lake, L.L.C.                     Delaware; Limited Liability Company    100% owned by FHAC

FelCor St. Louis Company, L.L.C.             Delaware; Limited Liability Company    100% owned by FHAC

FelCor Canada Holding GP, L.L.C.             Delaware; Limited Liability Company    100% owned by FHAC

FelCor Canada Holding, L.P.                  Delaware; Limited Partnership          1% GP interest owned by FelCor
                                                                                    Canada Holding GP, L.L.C. and 99%
                                                                                    LP interest owned by FHAC

FelCor Canada Co.                            Nova Scotia; Unlimited Liability       100% owned by FelCor Canada
                                                                                    Holding, L.P.
                                             Company

FelCor Omaha Hotel Company, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor Country Villa Hotel, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor Omaha

FelCor Moline Hotel, L.L.C.                  Delaware; Limited Liability Company    100% owned by FelCor Omaha

FelCor Eight Hotels, L.L.C.                  Delaware; Limited Liability Company    100% owned by FelCor LP

EPT Meadowlands Limited Partnership          Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT Kansas City Limited Partnership          Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT San Antonio Limited Partnership          Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT Austin Limited Partnership               Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP


                                      -3-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    ------------------------------------
                                                                              
EPT Overland Park Limited Partnership        Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT Atlanta - Perimeter Center Limited       Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
Partnership                                                                         Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT Raleigh Limited Partnership              Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

EPT Covina Limited Partnership               Delaware; Limited Partnership          1% GP interest owned by FelCor Eight
                                                                                    Hotels; 49% LP interest owned by
                                                                                    FelCor LP

Promus/FCH Condominium Company,              Delaware; Limited Liability Company    50% owned by KPDC
L.L.C.

Promus/FCH Development Company,              Delaware; Limited Liability Company    50% owned by FelCor LP
L.L.C.

Promus/FelCor San Antonio Venture            Texas; General Partnership             50% GP interest owned by FelCor LP

Promus/FelCor Parsippany Venture             New Jersey; General Partnership        50% GP interest owned by FelCor LP

MHV Joint Venture                            Texas; General Partnership             50% GP interest owned by FelCor LP

Promus/FelCor Lombard Venture                Illinois; General Partnership          50% GP interest owned by FelCor LP

Promus/FelCor Hotels, L.L.C.                 Delaware; Limited Liability Company    1% owned by Promus/FelCor
                                                                                    Manager, Inc.; 99% owned by EPT
                                                                                    Atlanta, EPT  Austin, EPT Covina,
                                                                                    EPT Overland  Park, EPT Raleigh,
                                                                                    EPT San Antonio, Lombard JV, MHV
                                                                                    JV and Parsippany JV

Kingston Plantation Development Corp.        Delaware; Corporation                  100% owned by FelCor TRS

Promus/FelCor Manager, Inc.                  Delaware; Corporation                  50% owned by KPDC

FelCor/New Orleans Annex, L.L.C.             Delaware; Limited Liability Company    100% owned by KPDC

Brighton at Kingston Plantation, L.L.C.      Delaware; Limited Liability Company    50% owned by KPDC

Margate Towers at Kingston Plantation,       Delaware; Limited Liability Company    100% owned by KPDC
L.L.C.

FCH/DT Hotels, L.L.C.                        Delaware; Limited Liability Company    90% owned by FelCor LP


                                      -4-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    -------------------------------------
                                                                              
FCH/DT Holdings, L.P.                        Delaware; Limited Partnership          1% GP interest owned by FCH/DT
                                                                                    Hotels; 89.1% LP interest owned by
                                                                                    FelCor LP

FCH/DT BWI Holdings, L.P.                    Delaware; Limited Partnership          1% GP interest owned by FCH/DT Hotels;
                                                                                    99% LP interest owned by
                                                                                    FCH/DT Holdings, LP

FelCor/LAX Hotels, L.L.C.                    Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/LAX Holdings, L.P.                    Delaware; Limited Partnership          1% GP Interest owned by FelCor/LAX
                                                                                    Hotels; 99% LP interest owned by
                                                                                    FelCor LP

Los Angeles International Airport Hotel      Texas; Limited Partnership             50% GP interest owned by
Associates, a Texas limited partnership                                             FelCor/LAX Holdings, L.P. and 48%
                                                                                    LP interest owned by FelCor/LAX
                                                                                    Hotels

Park Central Joint Venture                   Texas; General Partnership             60% owned by FelCor LP

FelCor Airport Utilities, L.L.C.             Delaware; Limited Liability Company    100% owned by FHAC

FelCor/MM Hotels, L.L.C.                     Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/MM Holdings, L.P.                     Delaware; Limited Partnership          1% GP interest owned by FelCor/MM
                                                                                    Hotels, L.L.C. and 99% LP interest
                                                                                    owned by FelCor LP

FelCor/Tysons Corner Hotel Company, LLC      Delaware; Limited Liability Company    100% owned by FelCor LP

Tysons Corner Hotel Company, L.L.C.          Delaware; Limited Liability Company    50% owned by FelCor/Tysons Corner
                                                                                    Hotel Company, L.L.C.

FelCor/MM S-7 Hotels, L.L.C.                 Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/MM S-7 Holdings, L.P.                 Delaware; Limited Partnership          1% GP interest owned by FelCor/MM
                                                                                    S-7 Hotels, L.L.C. and 99% LP
                                                                                    interest owned by FelCor LP

FelCor/CMB Buckhead Hotel, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB Corpus Hotel, L.L.C.              Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB Corpus Holdings, L.P.             Delaware; Limited Partnership          1% GP interest owned by
                                                                                    FelCor/CMB Corpus Hotel, L.L.C.
                                                                                    and 99% LP interest owned by FelCor
                                                                                    LP

FelCor/CMB Deerfield Hotel, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor LP


                                       -5-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------    ----------------------------------    -----------------------------------
                                                                              
FelCor/CMB Marlborough Hotel, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB New Orleans Hotel, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB Orsouth Hotel, L.L.C.             Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB Orsouth Holdings, L.P.            Delaware; Limited Partnership          1% GP interest owned by
                                                                                    FelCor/CMB Orsouth Hotel, L.L.C.
                                                                                    and 99% LP interestowned by FelCor
                                                                                    LP

FelCor/CMB Piscataway Hotel, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/CMB SSF Hotel, L.L.C.                 Delaware; Limited Liability Company    100% owned by FelCor/CSS
                                                                                    Holdings, L.P.

FelCor/CMB SSF Holdings, L.P.                Delaware; Limited Partnership          1% GP interest owned by
                                                                                    FelCor/CMB SSF Hotel, L.L.C. and
                                                                                    99% LP interest owned by
                                                                                    FelCor/CSS Holdings, L.P.

FCH/IHC Hotels, L.P.                         Delaware; Limited Partnership          0.5% GP interest owned by FHAC and
                                                                                    49.955% LP interest owned by FelCor
                                                                                    LP

FCH/IHC Dallas Holdings, L.L.C.              Delaware; Limited Liability Company    100% owned by FCH/IHC

FCH/IHC Dallas Hotels, L.P.                  Delaware; Limited Partnership          1% GP interest owned by FCH/IHC
                                                                                    Dallas Holdings, L.L.C. and 99% LP
                                                                                    interest owned by FCH/IHC

FCH/IHC I-10 Holdings, L.L.C.                Delaware; Limited Liability Company    100% owned by FCH/IHC

FCH/IHC I-10 Hotels, L.P.                    Delaware; Limited Partnership          1% GP interest owned by FCH/IHC I-
                                                                                    10 Holdings, L.L.C. and 99% LP
                                                                                    interest owned by FCH/IHC

FCH/IHC Atlanta Hotels, L.L.C.               Delaware; Limited Liability Company    100% owned by FCH/IHC

FCH/IHC Scottsdale Hotels, L.L.C.            Delaware; Limited Liability Company    100% owned by FCH/IHC

FCH/IHC Houston Holdings, L.L.C.             Delaware; Limited Liability Company    100% owned by FCH/IHC

FCH/IHC Houston Hotels, L.P.                 Delaware; Limited Partnership          1% GP interest owned by FCH/IHC
                                                                                    Houston Holdings, L.L.C. and 99% LP
                                                                                    interest owned by FCH/IHC


                                      -6-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    -----------------------------------
                                                                              
FCH/HHC Hotels, L.L.C.                       Delaware; Limited Liability Company    50% Class B interest owned by Great
                                                                                    Plains Investments, L.L.C. and 50%
                                                                                    Class B interest owned by FelCor
                                                                                    Omaha Hotel Company, L.L.C.

FelCor/JPM Lodging Co., L.L.C.*              Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Holdings, L.L.C.*                 Delaware; Limited Liability Company    100% owned by FelCor/JPM
                                                                                    Lodging Co., L.L.C.

FelCor/JPM Hotels, L.L.C.*                   Delaware; Limited Liability Company    100% owned by FelCor/JPM
                                                                                    Holdings, L.L.C.

FelCor/JPM Atlanta ES Hotel, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Atlanta CP Hotel, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM LBV Hotel, L.L.C.                 Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Boca Raton Hotel, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Brunswick Hotel, L.L.C.           Delaware, Limited Liability Company    100% owned by FelCor LP

FCH/DT BWI Hotel, L.L.C.                     Delaware; Limited Liability Company    100% owned by FCH/DT BWI
                                                                                    Holdings, L.P.

FelCor/JPM BWI Hotel, L.L.C.                 Delaware; Limited Liability Company    100% owned by FCH/DT BWI
                                                                                    Hotel, L.L.C.

FelCor/JPM Denver Hotel, L.L.C.              Delaware; Limited Liability Company    100% owned by FCH/DT
                                                                                    Holdings, L.P.

FelCor/JPM Wilmington Hotel, L.L.C.          Delaware; Limited Liability Company    100% owned by FCH/DT
                                                                                    Holdings, L.P.

FelCor/JPM Austin Hotel, L.L.C.              Delaware; Limited Liability Company    100% owned by FCH/DT
                                                                                    Holdings, L.P.

FelCor/JPM Austin Holdings, L.P.             Delaware; Limited Partnership          1% GP owned by FelCor/JPM Austin
                                                                                    Hotel, L.L.C. and 99% LP interest
                                                                                    owned by FCH/DT Holdings, L.P.

FelCor/JPM Austin HI Hotel, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Austin HI Holdings, L.P.          Delaware; Limited Partnership          1% GP interest owned by FelCor/JPM
                                                                                    Austin  HI Hotels, L.L.C. and 99% LP
                                                                                    interest owned by FelCor LP

FelCor/JPM Phoenix Hotel, L.L.C.             Delaware; Limited Liability Company    100% owned by FelCor LP


                                       -7-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    -----------------------------------
                                                                              
FelCor/JPM Mandalay Hotel, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Nashville Hotel, L.L.C.           Delaware, Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Orlando Hotel, L.L.C.             Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Orlando I-Drive Hotel, L.L.C.     Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor/JPM Troy Hotel, L.L.C.                Delaware; Limited Liability Company    100% owned by FCH/DT
                                                                                    Holdings, L.P.

FelCor TRS I, L.L.C.                         Delaware; Limited Liability Company    100% owned by FelCor LP

FelCor TRS Holdings, L.P.                    Delaware; Limited Partnership          1% GP interest owned by FelCor TRS
                                                                                    I, L.L.C. and 99% LP interest owned
                                                                                    by FelCor LP

FelCor TRS II, Inc.                          Delaware; Corporation                  100% owned by FelCor LP

DJONT Operations, L.L.C.                     Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT Leasing, L.L.C.                        Delaware; Limited Liability Company    100% voting interest owned by
                                                                                    DJONT

DJONT/EPT Manager, Inc.                      Delaware; Corporation                  100% owned by DJONT

DJONT/EPT Leasing, L.L.C.                    Delaware; Limited Liability Company    1% owned by DJONT/EPT Manager,
                                                                                    Inc. and 99% owned by DJONT

FCH/DT Leasing, L.L.C.                       Delaware; Limited Liability Company    100% voting interest and 50%
                                                                                    economic interest owned by DJONT

FCH/DT Leasing II, L.L.C.                    Delaware; Limited Liability Company    100% voting interest and 50%
                                                                                    economic interest owned by DJONT

FCH/SH Leasing, L.L.C.                       Delaware; Limited Liability Company    100% owned by DJONT

FCH/SH Leasing II, L.L.C.                    Delaware; Limited Liability Company    100% voting interest and 50%
                                                                                    economic interest owned by DJONT

DJONT/CMB Buckhead Leasing, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB FCOAM, L.L.C.                      Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB Deerfield Leasing, L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB Corpus Leasing, L.L.C.             Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB SSF Leasing, L.L.C.                Delaware; Limited Liability Company    100% owned by FelCor TRS


                                       -8-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    ------------------------------------
                                                                              
DJONT/CMB Orsouth Leasing, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB New Orleans Leasing, L.L.C.        Delaware; Limited Liability Company    100% owned by FelCor TRS

DJONT/CMB Piscataway Leasing, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor TRS

BHR Operations, L.L.C.                       Delaware; Limited Liability Company    100% owned by FelCor TRS

FCH/JVEIGHT Leasing, L.L.C.                  Delaware; Limited Liability Company    100% owned by BHR

FCH/IHC Leasing, L.P.                        Delaware; Limited Partnership          0.5% GP interest owned by
                                                                                    FCH/JVEIGHT Leasing, L.L.C. and
                                                                                    49.955% LP interest owned by BHR

FCH/IHC Atlanta Leasing, L.L.C.              Delaware; Limited Liability Company    100% owned by FCH/IHC Leasing

FCH/IHC Scottsdale Leasing, L.L.C.           Delaware; Limited Liability Company    100% owned by FCH/IHC Leasing

FCH/IHC I-10 Leasing GP, L.L.C.              Delaware; Limited Liability Company    100% owned by FCH/IHC Leasing

FCH/IHC I-10 Leasing, L.P.                   Delaware; Limited Partnership          1% GP interest owned by FCH/IHC I-
                                                                                    10 Leasing GP, L.L.C. and 99% LP
                                                                                    interest owned by FCH/IHC Leasing

FCH/IHC Houston Leasing GP, L.L.C.           Delaware; Limited Liability Company    100% owned by FCH/IHC Leasing

FCH/IHC Houston Leasing, L.P.                Delaware; Limited Partnership          1% GP interest owned by FCH/IHC
                                                                                    Houston Leasing GP, L.L.C. and 99%
                                                                                    LP interest owned by FCH/IHC
                                                                                    Leasing

FCH/IHC Dallas Leasing GP, L.L.C.            Delaware; Limited Liability Company    100% owned by FCH/IHC Leasing

FCH/IHC Dallas Leasing, L.P.                 Delaware; Limited Partnership          1% GP interest owned by FCH/IHC
                                                                                    Dallas Leasing GP, L.L.C. and 99%
                                                                                    LP interest owned by FCH/IHC
                                                                                    Leasing

FCH/HHC Leasing, L.L.C.                      Delaware; Limited Liability Company    100% owned by BHR

BHR Hotels Finance, Inc.                     Delaware; Corporation                  1% GP interest owned by BHR Hotels
                                                                                    Finance, Inc.; 99% LP interest owned
                                                                                    by BHR

BHR Lodging Tenant Company                   Delaware; Corporation                  100% owned by BHR

BHR Canada Tenant Company                    Nova Scotia; Unlimited Liability       100% owned by BHR
                                             Company


                                       -9-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    ------------------------------------
                                                                              
BHR Salt Lake Tenant Company, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor LP

BHR Texas Leasing GP, L.L.C.                 Delaware; Limited Liability Company    100% owned by BHR Operations,
                                                                                    L.L.C.

BHR Texas Leasing, L.P.                      Delaware; Limited Partnership          1% GP interest owned by BHR Texas
                                                                                    Leasing GP, L.L.C. and 99% LP
                                                                                    interest owned by BHR Operations,
                                                                                    L.L.C.

DJONT/JPM Tenant Co., L.L.C.*                Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Holdings, L.L.C.*                  Delaware; Limited Liability Company    100% owned by DJONT/JPM Tenant
                                                                                    Co., L.L.C.

DJONT/JPM Leasing, L.L.C.*                   Delaware; Limited Liability Company    100% owned by DJONT/JPM
                                                                                    Holdings, L.L.C.

DJONT/JPM Austin Tenant Co., L.L.C.          Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Austin Leasing, L.P.               Delaware; Limited Partnership          1% GP interest owned by
                                                                                    DJONT/JPM Austin Tenant
                                                                                    Co., L.L.C. and 99% LP interest held
                                                                                    by FelCor TRS Holdings, L.P.

DJONT/JPM Austin HI Tenant Co., L.L.C.       Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Austin HI Leasing, L.P.            Delaware; Limited Partnership          1% GP interested owned by
                                                                                    DJONT/JPM Austin HI Tenant Co.
                                                                                    and 99% LP interest held by FelCor
                                                                                    TRS Holdings, L.P.

DJONT/JPM Atlanta CP Leasing, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Atlanta ES Leasing, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Boca Raton Leasing, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Brunswick Leasing, L.L.C.          Delaware, Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Denver Leasing, L.L.C.             Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.


                                      -10-




                                                      STATE AND FORM OF
              NAME                                      ORGANIZATION                         OWNERSHIP INTEREST
- ------------------------------------------   -----------------------------------    ---------------------------------
                                                                              
DJONT/JPM LBV Leasing, L.L.C.                Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Phoenix Leasing, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Mandalay Leasing, L.L.C.           Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM BWI Leasing, L.L.C.                Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Orlando Leasing, L.L.C.            Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Orlando I-Drive Leasing,           Delaware; Limited Liability Company    100% owned by FelCor TRS
L.L.C.                                                                              Holdings, L.P.

DJONT/JPM Troy Leasing, L.L.C.               Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

DJONT/JPM Wilmington Leasing, L.L.C.         Delaware; Limited Liability Company    100% owned by FelCor TRS
                                                                                    Holdings, L.P.

Myrtle Beach Hotels, L.L.C.                  Delaware; Limited Liability Company    100% owned by FelCor L.P.

TRS/DT Hotel, L.L.C.                         Delaware; Limited Liability Company    90% owned by FelCor TRS Holdings,
                                                                                    L.P. and 10% owned by DTR FCH
                                                                                    Holdings, Inc.

TRS/DT Holdings, L.P.                        Delaware; Limited Partnership          1% GP interest owned by TRS/DT
                                                                                    Hotel, L.L.C., 89.9% LP interest
                                                                                    owned by FelCor TRS Holdings, L.P.
                                                                                    and 9.9% LP interest owned by DTR
                                                                                    FCH Holdings, Inc.

Grande Palms, L.L.C.                         Delaware; Limited Liability Company    100% owned by Kingston Plantation
                                                                                    Development Corp.


* An equity interest in this entity has been pledged to secure indebtedness.

                                      -11-

EX-3.1.6

                             ARTICLES SUPPLEMENTARY
                                       OF
                        FELCOR LODGING TRUST INCORPORATED

      FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (hereinafter
referred to as the "Company"), hereby certifies as follows:

      FIRST, Under the authority set forth in Article V of the Charter of the
Company, the Board of Directors of the Company has classified 54,000 unissued
shares of preferred stock, $0.01 par value per share ("Preferred Stock"), as "8%
Series C Cumulative Redeemable Preferred Stock."

      SECOND, A description of the 8% Series C Cumulative Redeemable Preferred
Stock, including the preferences and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption as set or changed by the Board of Directors of the Company, or the
Pricing Committee thereof, is as follows:

      SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of Preferred
Stock shall be designated as 8% Series C Cumulative Redeemable Preferred Stock
(the "Series C Preferred Stock"), and 54,000 shall be the number of shares of
Preferred Stock constituting such series.

      SECTION 2. DEFINITIONS. For purposes of the Series C Preferred Stock, the
following terms shall have the meanings indicated:

      (a)   "Board of Directors" shall mean the Board of Directors of the
Company or any committee authorized by such Board of Directors to perform any of
its responsibilities with respect to the Series C Preferred Stock.

      (b)   "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in Texas or New
York are not required to be open.

      (c)   "Call Date" shall have the meaning set forth in paragraph (c) of
Section 5 hereof.

      (d)   "Common Stock" shall mean the common stock of the Company, par value
$0.01 per share.

      (e)   "Dividend Payment Date" shall mean the last calendar day of January,
April, July and October, in each year, commencing on July 31, 2005; PROVIDED,
HOWEVER, that if any Dividend Payment Date falls on any day other than a
Business Day, the dividend payment due on such Dividend Payment Date shall be
paid on the Business Day immediately following such Dividend Payment Date.

      (f)   "Dividend Periods" shall mean quarterly dividend periods commencing
February 1, May 1, August 1, and November 1, of each year and ending on and
including the day preceding the first day of the next succeeding Dividend Period
(other than the initial Dividend Period, which shall commence on April 7, 2005
and end on and include July 31, 2005).

                                       1


      (g)   "Issue Date" shall mean the date, from time to time, on which the
Company issues a share of Series C Preferred Stock.

      (h)   "Junior Stock" shall mean the Common Stock and any other class or
series of shares of the Company capital stock now or hereafter issued and
outstanding that rank junior to the Series C Preferred Stock as to payment of
dividends or amount upon any liquidation, dissolution or winding up of the
Company.

      (i)   "Parity Stock" shall have the meaning set forth in paragraph (b) of
Section 8 hereof.

      (j)   "Series A Preferred Stock" shall mean the Company's $1.95 Series A
Cumulative Convertible Preferred Stock.

      (k)   "Series B Preferred Stock" shall mean the Company's 9% Series B
Cumulative Redeemable Preferred Stock.

      (l)   "Series C Preferred Stock" shall have the meaning set forth in
Section 1 hereof.

      (m)   "set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Company in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of dividends or other distribution by the Board of Directors, the
allocation of funds to be so paid on any series or class of capital stock of the
Company; PROVIDED, HOWEVER, that if any funds for a class or series of Junior
Stock or any class or series of stock ranking on a parity with the Series C
Preferred Stock as to the payment of dividends are placed in a separate account
of the Company or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series C Preferred Stock shall mean
placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.

      (n)   "Transfer Agent" means SunTrust Bank, or such other agent or agents
of the Company as may be designated by the Board of Directors or their designee
as the transfer agent for the Series C Preferred Stock.

      (o)   "Voting Preferred Stock" shall have the meaning set forth in Section
9(a) hereof.

      SECTION 3. DIVIDENDS.

      (a)   The Holders of shares of the Series C Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, dividends payable in cash in an amount
per share of Series C Preferred Stock equal to 8% of the liquidation preference
per year. Such dividends shall be cumulative from the Issue Date of such shares,
whether or not in any Dividend Period or Periods there shall be funds of the
Company legally available for the payment of such dividends and whether or not
such dividends are authorized, and shall be payable quarterly, when, as and if
declared by the Board of Directors, in arrears on Dividend Payment Dates,
commencing on the first Dividend Payment Date after the

                                       2


Issue Date. Each such dividend shall be payable in arrears to the holders of
record of shares of the Series C Preferred Stock, as they appear on the stock
records of the Company at the close of business on such record dates, not more
than 60 days preceding such Dividend Payment Dates thereof, as shall be fixed by
the Board of Directors. Accrued and unpaid dividends for any past Dividend
Periods may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to holders of record on such date, not exceeding 45 days
preceding the payment date thereof, as may be fixed by the Board of Directors.

      (b)   The amount of dividends payable for each full Dividend Period for
the Series C Preferred Stock shall be computed by dividing the annual dividend
rate by four. The amount of dividends payable for any period shorter or longer
than a full Dividend Period, on the Series C Preferred Stock shall be computed
on the basis of a 360-day year consisting of twelve 30-day months. Holders of
the Series C Preferred Stock shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of cumulative dividends, as herein
provided, on the Series C Preferred Stock. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments on
the Series C Preferred Stock that may be in arrears.

      (c)   So long as any shares of the Series C Preferred Stock are
outstanding, no dividends, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any class or
series of Parity Stock for any period unless full cumulative dividends have been
or contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series C Preferred Stock
for all Dividend Periods terminating on or prior to the Dividend Payment Date on
such class or series of Parity Stock. When dividends are not paid in full or a
sum sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon shares of the Series C Preferred Stock and all dividends declared
upon any other class or series of Parity Stock shall be declared ratably in
proportion to the respective amounts of dividends accrued and unpaid on the
Series C Preferred Stock and accrued and unpaid on such Parity Stock.

      (d)   So long as any shares of the Series C Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Junior Stock), shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Stock, nor shall Junior Stock be
redeemed, purchased or otherwise acquired (other than a redemption, purchase or
other acquisition of shares of Common Stock made for purposes of an employee
incentive or benefit plan of the Company or any subsidiary) for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Company, directly or
indirectly, unless in each case (i) the full cumulative dividends on all
outstanding shares of the Series C Preferred Stock and any other Parity Stock of
the Company shall have been paid or set apart for payment for all past Dividend
Periods with respect to the Series C Preferred Stock and all past dividend
periods with respect to such Parity Stock and (ii) sufficient funds shall have
been paid or set apart for the payment of the dividend for the current Dividend
Period with respect to the Series C Preferred Stock and the current dividend
period with respect to such Parity Stock. Notwithstanding the foregoing
limitations, the Company may at any time acquire shares of its capital stock,
without regard to rank, for the purpose of preserving its status as a real
estate investment trust ("REIT").

                                       3


      SECTION 4. LIQUIDATION PREFERENCE.

      (a)   In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any payment or distribution of
the assets of the Company (whether capital or surplus) shall be made to or set
apart for the holders of Junior Stock, the holders of the shares of Series C
Preferred Stock shall be entitled to receive two thousand five hundred dollars
($2,500.00) per share of Series C Preferred Stock plus an amount equal to all
dividends (whether or not earned or declared) accrued and unpaid thereon to the
date of final distribution to such holders, but such holders shall not be
entitled to any further payment. If, upon any liquidation, dissolution or
winding up of the Company, the assets of the Company, or proceeds thereof,
distributable among the holders of the shares of Series C Preferred Stock shall
be insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of any class or series of Parity Stock, then such
assets, or the proceeds thereof, shall be distributed among the holders of
shares of Series C Preferred Stock and any such other Parity Stock ratably in
accordance with the respective amounts that would be payable on such shares of
Series C Preferred Stock and any such other Parity Stock if all amounts payable
thereon were paid in full. For the purposes of this Section 4, (i) a
consolidation or merger of the Company with one or more corporations, (ii) a
sale or transfer of all or substantially all of the Company's assets, or (iii) a
statutory share exchange shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Company.

      (b)   Subject to the rights of the holders of shares of any series or
class or classes of stock ranking on a parity with or prior to the Series C
Preferred Stock upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Company, after payment shall have
been made in full to the holders of the Series C Preferred Stock, as provided in
this Section 4, any other series or class or classes of Junior Stock shall,
subject to the respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the Series C Preferred Stock shall not be entitled to share
therein.

      SECTION 5. REDEMPTION AT THE OPTION OF THE COMPANY.

      (a)   The Series C Preferred Stock shall not be redeemable by the Company
prior to April 7, 2010. On and after April 7, 2010, the Company, at its option,
may redeem the shares of Series C Preferred Stock in whole or in part, as set
forth herein, subject to the provisions described below.

      (b)   The Series C Preferred Stock may be redeemed, in whole or in part,
at the option of the Company, at any time or from time to time, upon not less
than 30 nor more than 60 days' prior written notice. In order to exercise its
redemption option, the Company must issue a press release announcing the
redemption (the "Press Release"). The Company may not issue a Press Release
prior to April 7, 2010. The Press Release shall announce the redemption and set
forth the number of shares of Series C Preferred Stock which the Company intends
to redeem. The Call Date shall be selected by the Company, shall be specified in
the notice of redemption and, subject to the provisions of Section 5(e) below,
shall be not less than 30 days or more than 60 days after the date on which the
Company issues the Press Release.

                                       4


      (c)   Upon redemption of Series C Preferred Stock by the Company on the
date specified in the notice to holders required under subparagraph (e) of this
Section 5 (the "Call Date"), each share of Series C Preferred Stock to be
redeemed shall be redeemed in cash at a price per share equal to $2,500.00 per
share, plus all accrued and unpaid distributions thereon to the Call Date,
without interest, to the extent that the Company has funds legally available
therefor. The redemption price of the Series C Preferred Stock may be paid from
any source. Dividends payable on the shares of Series C Preferred Stock for any
period greater or less than a full dividend period will be computed on the basis
of a 360-day year consisting of twelve 30-day months.

      (d)   If full cumulative dividends on the Series C Preferred Stock and any
other class or series of Parity Stock of the Company have not been paid or
declared and set apart for payment, the Series C Preferred Stock may not be
redeemed in part and the Company may not purchase or acquire shares of Series C
Preferred Stock, otherwise than pursuant to a purchase or exchange offer made on
the same terms to all holders of shares of Series C Preferred Stock.

      (e)   If the Company shall redeem shares of Series C Preferred Stock
pursuant to paragraph (a) of this Section 5, notice of such redemption shall be
given to the record holders of the Series C Preferred Stock by the Company not
less than 30 days nor more than 60 days before the Call Date. Such notice shall
be provided by first class mail, postage prepaid, at such holder's address as
the same appears on the stock records of the Company, or by publication in THE
WALL STREET JOURNAL or THE NEW YORK TIMES, or if neither such newspaper is then
being published, any other daily newspaper of national circulation. If the
Company elects to provide such notice by publication, it shall also promptly
mail notice of such redemption to the holders of the Series C Preferred Stock to
be redeemed. Neither the failure to mail any notice required by this paragraph
(e), nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the sufficiency of the notice or the validity of the proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner herein provided shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder receives the notice. Each
such mailed or published notice shall state, as appropriate: (1) the Call Date:
(2) the number of shares of Series C Preferred Stock to be redeemed from such
holder; (3) the redemption price; (4) the place or places where the Series C
Preferred Stock is to be surrendered for payment of the redemption price; and
(5) that dividends on the shares to be redeemed shall cease to accrue on such
Call Date except as otherwise provided herein. Notice having been published or
mailed as aforesaid, from and after the Call Date (unless the Company shall fail
to make available the amount of cash necessary to effect such redemption), (i)
except as otherwise provided herein, dividends on the shares of the Series C
Preferred Stock so called for redemption shall cease to accrue, (ii) said shares
shall no longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series C Preferred Stock of the Company shall cease
(except the rights to receive the cash payable upon such redemption, without
interest thereon, upon surrender and endorsement of their certificates). The
Company's obligation to provide cash in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the Call Date, the Company shall
deposit with a bank or trust company (which may be an affiliate of the Company)
that has an office in the Borough of Manhattan, The City of New York and that
has, or is an affiliate of a bank or trust company that has, a capital and
surplus of at least $50,000,000, any cash necessary for such redemption, in
trust, with irrevocable instructions that

                                       5


such cash be applied to the redemption of the shares of Series C Preferred Stock
so called for redemption. At the close of business on the Call Date, each share
Series C Preferred Stock to be redeemed pursuant to Section 5(a) (unless the
Company defaults in the delivery of the cash payable on such Call Date) shall be
deemed to be no longer outstanding regardless of whether such holder has
surrendered the certificates representing the Series C Preferred Stock. No
interest shall accrue for the benefit of the holders of Series C Preferred Stock
to be redeemed on any cash so set aside by the Company. Subject to applicable
escheat laws, any such cash unclaimed at the end of two years from the Call Date
(together with any interest or other earnings accrued thereon) shall revert to
the general funds of the Company, after which reversion the holders of such
shares so called for redemption shall look only to the general funds of the
Company for the payment of such cash, and shall have no right to interest from
and after the Call Date.

      As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Company shall so require and if the notice shall
so state), such shares shall be exchanged for cash (without interest thereon)
for which such shares have been redeemed. If fewer than all the outstanding
shares of Series C Preferred Stock are to be redeemed, shares to be redeemed
shall be selected by the Company from outstanding shares of Series C Preferred
Stock not previously called for redemption by lot or pro rata (as nearly as may
be) or by any other method determined by the Company in its sole discretion to
be equitable. If fewer than all the shares of Series C Preferred Stock
represented by any certificate are redeemed, then new certificates representing
the unredeemed shares shall be issued without cost to the holder thereof.

      (f)   Notwithstanding the foregoing, the Company may at any time acquire
shares of its capital stock, without regard to rank, for the purpose of
preserving its status as a REIT, for purposes of an employee benefit plan of the
Company, or in accordance with the conversion or redemption provisions of any
class of Preferred Stock ranking on parity with or senior to the Series C
Preferred Stock.

      (g)   The procedures for redeeming any depositary receipts evidencing
fractional interests in the Series C Preferred Stock shall be substantially the
same as the procedures for redeeming the Series C Preferred Stock contained in
this Section 5 except that the depositary agent that issued the depositary
receipts being redeemed may act on behalf of the Company.

      SECTION 6. SHARES TO BE RETIRED.

      All shares of Series C Preferred Stock which shall have been issued and
reacquired in any manner by the Company shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
series. The Company may also retire any unissued shares of Series C Preferred
Stock, and such shares shall then be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to series.

      SECTION 7. CONVERSION.

      Holders of shares of Series C Preferred Stock shall have no conversion
rights.

                                       6

      SECTION 8. RANKING.

      Any class or series of stock of the Company shall be deemed to rank:

      (a)   prior to the Series C Preferred Stock, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends or amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series C Preferred Stock;

      (b)   on a parity with the Series C Preferred Stock, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof are different from those of
the Series C Preferred Stock, if the holders of such class or series of stock
and the Series C Preferred Stock shall be entitled to the receipt of dividends
and amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority of one over the other
("Parity Stock"); the Series A Preferred Stock and the Series B Preferred Stock
shall be Parity Stock with respect to the Series C Preferred Stock; and

      (c)   junior to the Series C Preferred Stock, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such class or series of stock shall be Common Stock or if the
holders of Series C Preferred Stock shall be entitled to receipt of dividends or
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of shares of such class or
series of stock.

      SECTION 9. VOTING.

      (a)   If and whenever six quarterly dividends (whether or not consecutive)
payable on the Series C Preferred Stock or any series or class of Parity Stock
shall be in arrears (which shall, with respect to any such quarterly dividend,
mean that any such dividend has not been paid in full), whether or not earned or
declared, the number of directors then constituting the Board of Directors shall
be increased by two (if not already increased by reason of a similar arrearage
with respect to any Parity Stock) and the holders of shares of Series C
Preferred Stock, together with the holders of shares of every other series of
Parity Stock similarly entitled to vote (any such other series, the "Voting
Preferred Stock"), voting as a single class regardless of series, shall be
entitled to elect the two additional directors to serve on the Board of
Directors at any annual meeting of stockholders or special meeting held in place
thereof, or at a special meeting of the holders of the Series C Preferred Stock
and the Voting Preferred Stock called as hereinafter provided. Whenever all
arrearage dividends on the Series C Preferred Stock and the Voting Preferred
Stock then outstanding shall have been paid and dividends thereon for the
current quarterly dividend period shall have been paid or declared and set apart
for payment, then the right of the holders of the Series C Preferred Stock and
the Voting Preferred Stock to elect such additional two directors shall cease
(but subject always to the same provision for the vesting of such voting rights
in the case of any similar future arrearage in six quarterly dividends), and the
terms of office of all persons elected as directors by the holders of the Series
C Preferred Stock and the Voting Preferred Stock shall forthwith terminate and
the number of members of the Board of Directors shall be automatically reduced
accordingly. At any time after such voting

                                       7


power shall have been so vested in the holders of shares of Series C Preferred
Stock and the Voting Preferred Stock, the secretary of the Company may, and upon
the written request of any holder of Series C Preferred Stock or any holder of
depositary receipts evidencing a fractional interest in the Series C Preferred
Stock (addressed to the secretary at the principal office of the Company) shall,
call a special meeting of the holders of the Series C Preferred Stock and the
Voting Preferred Stock for the election of the two directors to be elected by
them as herein provided, such call to be made by notice similar to that provided
in the Bylaws of the Company for a special meeting of the stockholders or as
required by law. If any such special meeting required to be called as above
provided shall not be called by the secretary within 20 days after receipt of
any such request, then any holder of shares of Series C Preferred Stock (or
depositary receipts representing a fractional interest in the Series C Preferred
Stock) may call such meeting, upon the notice above provided, and for that
purpose shall have access to the stock books of the Company. The directors
elected at any such special meeting shall hold office until the next annual
meeting of the stockholders or special meeting held in lieu thereof if such
office shall not have previously terminated as above provided. If any vacancy
shall occur among the directors elected by the holders of the Series C Preferred
Stock and the Voting Preferred Stock, a successor shall be elected by the Board
of Directors, upon the nomination of the then-remaining director elected by the
holders of the Series C Preferred Stock and the Voting Preferred Stock or the
successor of such remaining director, to serve until the next annual meeting of
the stockholders or special meeting held in place thereof if such office shall
not have previously terminated as provided above.

      (b)   So long as any shares of Series C Preferred Stock are outstanding,
in addition to any other vote or consent of stockholders required by law or by
the Charter, as amended, the affirmative vote of at least 66 2/3% of the votes
entitled to be cast by the holders of the shares of Series C Preferred Stock and
the Voting Preferred Stock, at the time outstanding, acting as a single class
regardless of series, at any meeting called for the purpose, shall be necessary
for effecting or validating the following:

            (i)   Any amendment, alteration or repeal of any of the provisions
of these Articles Supplementary, whether by way of merger, consolidation or
otherwise, that materially adversely affects the voting powers, rights or
preferences of the holders of the Series C Preferred Stock or the Voting
Preferred Stock; PROVIDED, HOWEVER, that the amendment of the provisions of the
Charter so as to authorize or create, or to increase the authorized amount, of
any Junior Stock or any shares of any class ranking on a parity with the Series
C Preferred Stock or the Voting Preferred Stock shall not be deemed to
materially adversely affect the voting powers, rights or preferences of the
holders of Series C Preferred Stock, and PROVIDED, FURTHER, that if any such
amendment, alteration or repeal would materially adversely affect any voting
powers, rights or preferences of the Series C Preferred Stock or another series
of Voting Preferred Stock that are not enjoyed by some or all of the other
series which otherwise would be entitled to vote in accordance herewith, the
affirmative vote of least 66 2/3% of the votes entitled to be cast by holders of
all series similarly affected, similarly given, shall be required in lieu of the
affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of the shares of Series C Preferred Stock and the Voting Preferred Stock
which otherwise would be entitled to vote in accordance herewith;

                                       8


            (ii)  Enter into a share exchange that affects the Series C
Preferred Stock, consolidate with or merge into another entity, or permit
another entity to consolidate with or merge into the Company, unless in each
such case, each share of Series C Preferred Stock remains outstanding without a
material and adverse change to its terms and rights or is converted into or
exchanged for a share of preferred stock of the surviving entity having
preferences, rights, voting powers, restrictions, limitations as to
distributions, qualifications and terms and conditions of redemption identical
to those of a share of Series C Preferred Stock (except for changes that do not
materially and adversely affect the holders of the Series C Preferred Stock); or

            (iii) The authorization, reclassification, or creation of, or the
increase in the authorized amount of, any shares of any class or any security
convertible into shares of any class ranking prior to the Series C Preferred
Stock in the distribution of assets upon any liquidation, dissolution or winding
up of the Company or in the payment of dividends.

      For purposes of the foregoing provisions of this Section 9, each share of
Series C Preferred Stock shall have one hundred (100) votes per share, each of
which may be directed separately by the holder thereof (or by any proxy or
proxies of such holder). With respect to each share of the Series C Preferred
Stock, the holder thereof may designate up to 100 proxies, with each proxy
having the right to vote a whole number of votes (totaling 100 votes per share
of Series C Preferred Stock). Except as otherwise required by applicable law or
as set forth herein, the shares of Series C Preferred Stock shall not have any
relative, participating, optional or other special voting rights and powers
other than as set forth herein, and the consent of the holders thereof shall not
be required for the taking of any corporate action.

      SECTION 10. RECORD HOLDERS. The Company and the Transfer Agent may deem
and treat the record holder of any shares of Series C Preferred Stock as the
true and lawful owner thereof for all purposes, and neither the Company nor the
Transfer Agent shall be affected by any notice to the contrary.

                         [Signatures On Following Page.]

                                       9


      IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be executed in its name and on its behalf on this 4th day of April 2005, by its
Executive Vice President who acknowledges that these Articles Supplementary are
the act of the Company and that to the best of his knowledge, information and
belief, under penalties for perjury, all matters and facts contained in these
Articles Supplementary are true in all material respects.

                                 FELCOR LODGING TRUST INCORPORATED

                                 By:_________________________________
                                 Name: Lawrence D. Robinson
                                 Title: Executive Vice President

                                 Attest:

                                        _____________________________
                                        Assistant Secretary

                                               (Corporate Seal)

                                       10

EX-4.10.1

             THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                       TO RESTRICTIONS. SEE REVERSE SIDE

                          [FELCOR LODGING TRUST LOGO]

      NUMBER                                                   SHARES

                        FELCOR LODGING TRUST INCORPORATED
       PC 1          INCORPORATED UNDER THE LAWS OF MARYLAND   54,000

THIS CERTIFICATE IS TRANSFERABLE IN                     8% SERIES C CUMULATIVE
ATLANTA, GEORGIA AND NEW YORK, NEW YORK               REDEEMABLE PREFERRED STOCK

      THIS CERTIFIES THAT SUNTRUST BANK, AS DEPOSITARY UNDER THAT CERTAIN
DEPOSIT AGREEMENT DATED APRIL 7, 2005, is the owner of FIFTY-FOUR THOUSAND AND
NO/100 (54,000) shares of fully paid and nonassessable shares of 8% Series C
Cumulative Redeemable Preferred Stock, $.01 par value and $2,500.00 liquidation
preference per share, of FELCOR LODGING TRUST INCORPORATED (the "Corporation"),
a Maryland corporation. The shares represented by this Certificate are
transferable only on the stock transfer books of the Corporation by the holder
of record hereof in person or any duly authorized attorney or legal
representative upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned and registered by the Corporation's
transfer agent and registrar.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile seal and signature of its duly authorized officers.

Date: April 7, 2005                            FELCOR LODGING TRUST INCORPORATED

Countersigned and Registered at:
         SUNTRUST BANK                         BY: /s/ Lawrence D. Robinson
       (Atlanta, Georgia)                          -----------------------------
  Transfer Agent and Registrar                               Secretary

 By: ____________________________              By: /s/ [ILLEGIBLE]
          Authorized Signature                     -----------------------------
                                                   President and Chief Executive
                                                   Officer



                        FELCOR LODGING TRUST INCORPORATED

      The shares of Equity Stock represented by this certificate are subject to
restrictions on transfer for the purpose of maintaining the Corporation's status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended (the "Code"). No Person may at any time (1) Beneficially Own or
Constructively Own shares of any class of Equity Stock in excess of 9.9% (or
such other percentage as may be determined by the Board of Directors of the
Corporation) of the total number of shares of such class of Equity Stock
outstanding as of such time; (2) Beneficially Own Equity Stock which would
result in the Corporation being "closely held" under section 856(h) of the Code;
or (3) Constructively Own Equity Stock which would result in the Corporation
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Corporation's real property (including the real property held
by FelCor Lodging Limited Partnership and any other partnership in which the
Corporation owns an interest), within the meaning of Section 858(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own shares
of Equity Stock in excess of the above limitations must immediately notify the
Corporation in writing. If the restrictions above are violated, the shares of
Equity Stock represented hereby will be transferred automatically and by
operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Corporation's Charter, as the same may be further amended from time to time. The
shares of Equity Stock represented by this certificate are subject to all of the
provisions of the Charter and Bylaws of the Corporation, each as amended from
time to time, to all of which the holder, by acceptance hereof, assents.

      The Corporation will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Corporation is authorized to
issue, (ii) the differences in the relative rights and preferences between the
shares of each series of each class of the stock which the Corporation is
authorized to issue to the extent they have been set by the Board of Directors
and (iii) the authority of the Board of Directors to set the relative rights and
preferences of subsequent series of stock of the Corporation. Requests for such
statement may be directed to the Secretary of the Corporation.

      The following abbreviations, when used in the inscription on the face of
the Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common        UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT - as tenants by the                               (Cust)         (Minor)
          entireties                                      under Uniform Gifts to
JT TEN -  as joint tenants with                           Minors Act____________
          right of survivorship and                                    (State)
          not as tenants  in common

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

For value received,___________________________________hereby sell(s), assign(s)
and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
____________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

__________________________________________________________________________shares
represented by the Certificate, and do hereby irrevocably constitute and appoint

________________________________________________________________________Attorney
to transfer the said shares on the books of the Corporation with full power of
substitution in the premise.

         Date: __________________       ________________________________________

SIGNATURE(S) GUARANTEED:                ________________________________________
                                        THE SIGNATURE(S) SHOULD BE GUARANTEED
                                        BY AN ELIGIBLE GUARANTOR INSTITUTION
                                        (BANKS, STOCKBROKERS, SAVINGS AND LOAN
                                        ASSOCIATIONS AND CREDIT UNIONS WITH
                                        MEMBERSHIP IN AN APPROVED SIGNATURE
                                        GUARANTEE MEDALLION PROGRAM, PURSUANT
                                        TO S.E.C. RULE 17A-15.)

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

EX-4.11.1

                                DEPOSIT AGREEMENT

      This DEPOSIT AGREEMENT (this "Agreement"), dated as of April 7, 2005,
among FelCor Lodging Trust Incorporated, a Maryland corporation (the "Company"),
SunTrust Bank, a Georgia banking corporation, as Depositary ("Depositary"), and
all holders from time to time of Receipts (as hereinafter defined) issued
hereunder.

                              W I T N E S S E T H:

      WHEREAS, it is desired to provide, as hereinafter set forth in this
Agreement, for the deposit of the Company's Preferred Shares (as hereinafter
defined) with the Depositary for the purposes set forth in this Agreement and
for the issuance hereunder of the Receipts evidencing Depositary Shares (as
hereinafter defined) representing a fractional interest in the Preferred Shares
deposited; and

      WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed to this Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Agreement;

      NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed by and among the parties hereto as follows:

                                    ARTICLE I

                                   DEFINITIONS

      The following definitions shall apply to the respective terms (in the
singular and plural forms of such terms) used in this Agreement and the
Receipts:

      SECTION 1.1 "Agreement" shall mean this Agreement, as the same may be
amended, modified or supplemented from time to time.

      SECTION 1.2 "Articles Supplementary" shall mean the articles supplementary
to the Charter filed with the Department of Assessments and Taxation of the
State of Maryland establishing the Preferred Shares as a series of preferred
shares of the Company.

      SECTION 1.3 "Charter" shall mean the Articles of Amendment and
Restatement, as supplemented, corrected and amended from time to time, of the
Company.

      SECTION 1.4 "Company" shall mean FelCor Lodging Trust Incorporated, a
Maryland corporation, and its successors.

      SECTION 1.5 "Corporate Office" shall mean the corporate office of the
Depositary at which at any particular time its business in respect of matters
governed by this Agreement shall

                                       1


be administered, which at the date of this Agreement is located at 58 Edgewood
Avenue, N.E., Atlanta, Georgia 30303.

      SECTION 1.6 "Depositary" shall mean SunTrust Bank, a bank having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000, and any successor as depositary hereunder.

      SECTION 1.7 "Depositary Share" shall mean a 1/100 fractional interest of a
Preferred Share deposited with the Depositary hereunder and the same
proportionate interest in any and all other property received by the Depositary
in respect of such Preferred Share and held under this Agreement, all as
evidenced by the Receipts issued hereunder. Subject to the terms of this
Agreement, each owner of a Depositary Share is entitled, proportionately, to all
the rights, preferences and privileges of the Preferred Share represented by
such Depositary Share, including the dividend, voting, redemption, conversion
and liquidation rights contained in the Articles Supplementary.

      SECTION 1.8 "Depositary's Agent" shall mean an agent appointed by the
Depositary as provided, and for the purposes specified, in Section 8.5.

      SECTION 1.9 "Preferred Shares" shall mean the 8% Series C Cumulative
Redeemable Preferred Stock, par value $0.01 per share, of the Company heretofore
validly issued, fully paid and nonassessable.

      SECTION 1.10 "Receipt" shall mean a receipt issued hereunder to evidence
one or more Depositary Shares, whether in definitive or temporary form,
substantially in the form set forth as Exhibit A hereto.

      SECTION 1.11 "Record Date" shall mean the date fixed pursuant to Section
4.4.

      SECTION 1.12 "Record Holder" or "Holder", as applied to a Receipt, shall
mean the person in whose name a Receipt is registered on the books maintained by
the Depositary for such purpose.

      SECTION 1.13 "Registrar" shall mean SunTrust Bank or any bank or trust
company appointed to register ownership and transfers of Receipts or the
deposited Preferred Shares, as the case may be, as herein provided.

      SECTION 1.14 "Securities Act" shall mean the Securities Act of 1933, as
amended.

      SECTION 1.15 "Transfer Agent" shall mean SunTrust Bank or any bank or
trust company appointed to transfer the Receipts or the deposited Preferred
Shares, as the case may be, as herein provided.

                                       2


                                   ARTICLE II

                 FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES,
                        EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

      SECTION 2.1 Form and Transferability of Receipts. Definitive Receipts
shall be engraved or printed or lithographed with steel-engraved borders and
underlying tint and shall be substantially in the form set forth in Exhibit A
annexed to this Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company delivered in
compliance with Section 2.2, shall execute and deliver temporary Receipts, which
may be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts. If temporary Receipts are issued, the Company
and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at the Corporate Office or such other offices, if any, as the
Depositary may designate, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary shall execute
and deliver, in exchange therefor, definitive Receipts representing the same
number of Depositary Shares as represented by the surrendered temporary Receipt
or Receipts. Such exchange shall be made at the Company's expense and without
any charge therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with respect
to the Preferred Shares deposited, as definitive Receipts.

      Receipts shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized signatory of the Depositary, provided that if a
Registrar (other than the Depositary) shall have been appointed, then such
Receipts shall also be countersigned by manual signature of a duly authorized
signatory of the Registrar. No Receipt shall be entitled to any benefits under
this Agreement or be valid or obligatory for any purpose, unless it shall have
been executed as provided in the preceding sentence. The Depositary shall record
on its books each Receipt executed as provided above and delivered as
hereinafter provided.

      Except as the Depositary may otherwise determine, Receipts shall be in
denominations of any number of whole Depositary Shares. All Receipts shall be
dated the date of their issuance.

      Receipts may be endorsed with, or have incorporated in the text thereof,
such legends or recitals, or changes not inconsistent with the provisions of
this Agreement, as may be required by the Depositary or required to comply with
any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Preferred Shares or the Depositary Shares or
the Receipts may be listed or to conform with any usage with respect thereto, or
to indicate any special limitations or restrictions to which any particular
Receipt is subject.

                                       3


      Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement shall be transferable by delivery with the
same effect as in the case of a negotiable instrument; provided, however, that
until a Receipt shall be transferred on the books of the Depositary as provided
in Section 2.4, the Depositary may, notwithstanding any notice to the contrary,
treat the Record Holder thereof at such time as the absolute owner thereof for
the purpose of determining the person entitled to distributions of dividends or
other distributions, the exercise of any conversion rights or to any notice
provided for in this Agreement and for all other purposes.

      SECTION 2.2 Deposit of Preferred Shares; Execution and Delivery of
Receipts in Respect Thereof. Concurrently with the execution of this Agreement,
the Company is delivering to the Depositary a certificate or certificates,
registered in the name of the Depositary and evidencing Preferred Shares,
properly endorsed or accompanied, if required by the Depositary, by a duly
executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with (i) all such certifications as may be required by the
Depositary in accordance with the provisions of this Agreement and (ii) a
written order of the Company directing the Depositary to execute and deliver to,
or upon the written order of, the person or persons stated in such order a
Receipt or Receipts for the Depositary Shares representing such deposited
Preferred Shares. The Depositary hereby acknowledges receipt of the deposited
Preferred Shares and related documentation and agrees to hold such deposited
Preferred Shares in an account to be established by the Depositary at the
Corporate Office or at such other office as the Depositary shall determine. The
Company hereby appoints the Depositary as the Registrar and Transfer Agent for
Preferred Shares deposited hereunder, and the Depositary hereby accepts such
appointment and, as such, will reflect changes in the number of shares
(including any fractional shares) of deposited Preferred Shares held by it by
notation, book-entry or other appropriate method.

      If required by the Depositary, Preferred Shares presented for deposit by
the Company at any time, whether or not the register of shareholders of the
Company is closed, shall also be accompanied by an agreement or assignment, or
other instrument satisfactory to the Depositary, that will provide for the
prompt transfer to the Depositary or its nominee of any dividend or right to
subscribe for additional Preferred Shares or to receive other property that any
person in whose name the Preferred Shares is or has been registered may
thereafter receive upon or in respect of such deposited Preferred Shares, or in
lieu thereof such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.

      Upon receipt by the Depositary of a certificate or certificates for
Preferred Shares deposited hereunder, together with the other documents
specified above, and upon registering such Preferred Shares in the name of the
Depositary, the Depositary, subject to the terms and conditions of this
Agreement, shall execute and deliver to, or upon the order of, the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.2, a Receipt or Receipts for the number of
whole Depositary Shares representing the Preferred Shares so deposited and
registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Corporate Office, except that, at the request, risk and expense of any person
requesting such delivery, such delivery may be made at such other place as may
be designated by such person.

                                       4


      Other than in the case of splits, combinations or other reclassifications
affecting the Preferred Shares, or in the case of dividends or other
distributions of Preferred Shares, if any, there shall be deposited hereunder
not more than the number of shares constituting the Preferred Shares as set
forth in the Articles Supplementary, as such may be amended.

      The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Agreement.

      SECTION 2.3 Optional Redemption of Preferred Shares for Cash. Whenever the
Company shall elect to redeem deposited Preferred Shares for cash in accordance
with the provisions of the Articles Supplementary, it shall (unless otherwise
agreed in writing with the Depositary) give the Depositary not less than 30 nor
more than 60 days prior written notice of the date of such proposed redemption
and of the number of such Preferred Shares held by the Depositary to be redeemed
and the applicable redemption price, as set forth in the Articles Supplementary,
including the amount, if any, of accrued and unpaid dividends to the date of
such redemption. The Depositary shall mail, first-class postage prepaid, notice
of the redemption of Preferred Shares and the proposed simultaneous redemption
of the Depositary Shares representing the Preferred Shares to be redeemed, not
less than 30 nor more than 60 days prior to the date fixed for redemption of
such Preferred Shares and Depositary Shares (the "cash redemption date"), to the
holders of record on the record date fixed for such redemption pursuant to
Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so
redeemed, at the addresses of such holders as the same appear on the records of
the Depositary; but neither failure to mail any such notice to one or more such
holders nor any defect in any such notice shall affect the sufficiency of the
proceedings for redemption as to other holders. The Company shall provide the
Depositary with such notice, and each such notice shall state: the cash
redemption date; the cash redemption price; the number of deposited Preferred
Shares and Depositary Shares to be redeemed; if fewer than all the Depositary
Shares held by any holder are to be redeemed, the number of such Depositary
Shares held by such holder to be so redeemed; the place or places where Receipts
evidencing Depositary Shares to be redeemed are to be surrendered for payment of
the cash redemption price; and that from and after the cash redemption date
dividends in respect of the Preferred Shares represented by the Depositary
Shares to be redeemed will cease to accrue. If fewer than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall
be selected pro rata (as nearly as may be practicable without creating
fractional Depositary Shares) or by any other equitable method determined by the
Company. The Company may also cause notice of redemption to be published in the
Wall Street Journal or New York Times or, if neither is being published, in any
other newspaper of national circulation, prior to the cash redemption date.

         In the event that notice of redemption has been made as described in
the immediately preceding paragraph and the Company shall then have paid in full
to the Depositary the cash redemption price (determined pursuant to the Articles
Supplementary) of the Preferred Shares deposited with the Depositary to be
redeemed (including any accrued and unpaid dividends to the date of redemption),
the Depositary shall redeem the number of Depositary Shares

                                       5


representing such Preferred Shares so called for redemption by the Company and
from and after the cash redemption date (unless the Company shall have failed to
redeem the Preferred Shares to be redeemed by it as set forth in the Company's
notice provided for in the preceding paragraph), all dividends in respect of the
Preferred Shares called for redemption shall cease to accrue, the Depositary
Shares called for redemption shall be deemed no longer to be outstanding and all
rights of the holders of Receipts evidencing such Depositary Shares (except the
right to receive the cash redemption price and any money or other property to
which holders of such Receipts were entitled upon such redemption) shall, to the
extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary shall so
require), such Depositary Shares shall be redeemed at a cash redemption price of
$25.00 per Depositary Share plus any other money and other property payable in
respect of such Preferred Shares. The foregoing shall be further subject to the
terms and conditions of the Articles Supplementary.

      If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with payment of the cash
redemption price for and all other amounts payable in respect of the Depositary
Shares called for redemption, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.

      SECTION 2.4 Registration of Transfers of Receipts. The Company hereby
appoints the Depositary as the Registrar and Transfer Agent for the Receipts and
the Depositary hereby accepts such appointment and, as such, shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.

      SECTION 2.5 Combinations and Split-Ups of Receipts. Upon surrender of a
Receipt or Receipts at the Corporate Office or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denominations requested evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.

      SECTION 2.6 Surrender of Receipts and Withdrawal of Preferred Shares. Any
holder of a Receipt or Receipts may withdraw any or all of the deposited
Preferred Shares represented by the Depositary Shares evidenced by such Receipt
or Receipts and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office or at such office as the Depositary may designate for such withdrawals,
provided that a holder of a Receipt or Receipts may not withdraw such Preferred
Shares (or money and other property, if any, represented thereby) that have
previously been called for redemption. After such surrender, without
unreasonable delay, the Depositary shall deliver to

                                       6


such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole or fractional shares of such Preferred
Shares and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole or fractional Preferred Shares will not
thereafter be entitled to deposit such Preferred Shares hereunder or to receive
Depositary Shares therefor. If the Receipt or Receipts delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole or fractional shares of deposited Preferred Shares to be
withdrawn, the Depositary shall at the same time, in addition to such number of
whole or fractional Preferred Shares and such money and other property, if any,
to be withdrawn, deliver to such holder, or (subject to Section 2.4) upon his
order, a new Receipt or Receipts evidencing such excess number of Depositary
Shares. Delivery of such Preferred Shares and such money and other property
being withdrawn may be made by the delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate, which, if
required by the Depositary, shall be properly endorsed or accompanied by proper
instruments of transfer.

      If the deposited Preferred Shares and the money and other property being
withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of Preferred
Shares, such holder shall execute and deliver to the Depositary a written order
so directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such Preferred Shares be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer or endorsement in blank.

      The Depositary shall deliver the deposited Preferred Shares and the money
and other property, if any, represented by the Depositary Shares evidenced by
Receipts surrendered for withdrawal at the Corporate Office, except that, at the
request, risk and expense of the holder surrendering such Receipt or Receipts
and for the account of the holder thereof, such delivery may be made at such
other place as may be designated by such holder.

      SECTION 2.7 Limitations on Execution and Delivery, Transfer, Split-Up,
Combination, Surrender and Exchange of Receipts. As a condition precedent to the
execution and delivery, transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary's Agents or the Company
may require any or all of the following: (i) payment to it of a sum sufficient
for the payment (or, in the event that the Depositary or the Company shall have
made such payment, the reimbursement to it) of any tax or other governmental
charge with respect thereto (including any such tax or charge with respect to
the Preferred Shares being deposited or withdrawn); (ii) the production of proof
satisfactory to it as to the identity and genuineness of any signature (or the
authority of any signature); and (iii) compliance with such regulations, if any,
as the Depositary or the Company may establish consistent with the provisions of
this Agreement as may be required by any securities exchange upon which the
deposited Preferred Shares, the Depositary Shares or the Receipts may be
included for quotation or listed.

                                       7


      The deposit of Preferred Shares may be refused, the delivery of Receipts
against Preferred Shares may be suspended, the transfer of Receipts may be
refused, and the transfer, split-up, combination, surrender, exchange or
redemption of outstanding Receipts may be suspended (i) during any period when
the register of shareholders of the Company is closed or (ii) if any such action
is deemed reasonably necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission,
or under the Charter or under any provision of this Agreement.

      SECTION 2.8 Lost Receipts, Etc. In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary, in its discretion, may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, provided that the holder thereof provides the Depositary with
(i) evidence reasonably satisfactory to the Depositary of such destruction, loss
or theft of such Receipt, of the authenticity thereof and of his ownership
thereof and (ii) reasonable indemnification satisfactory to the Depositary and
the Company.

      SECTION 2.9 Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so cancelled.

                                   ARTICLE III

                             CERTAIN OBLIGATIONS OF
                       HOLDERS OF RECEIPTS AND THE COMPANY

      SECTION 3.1 Filing Proofs, Certificates and Other Information. Any person
presenting Preferred Shares for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence or other information,
to execute such certificates and to make such representations and warranties as
the Depositary or the Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold or delay the delivery of any Receipt, the
transfer, redemption or exchange of any Receipt, the withdrawal of the deposited
Preferred Shares represented by the Depositary Shares evidenced by any Receipt,
the distribution of any dividend or other distribution or the sale of any rights
or of the proceeds thereof, until such proof or other information is filed, such
certificates are executed or such representations and warranties are made.

      SECTION 3.2 Payment of Fees and Expenses. Holders of Receipts shall be
obligated to make payments to the Depositary of certain fees and expenses, as
provided in Section 6.7, or provide evidence reasonably satisfactory to the
Depositary that such fees and expenses have been paid. Until such payment is
made, transfer of any Receipt or any withdrawal of the Preferred Shares or money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused, any dividend or other distribution may be withheld,
and any part or all of the Preferred Shares or other property represented by the
Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable

                                       8


means to notify such holder a reasonable number of days prior to such sale). Any
dividend or other distribution so withheld and the proceeds of any such sale may
be applied to any payment of such fees or expenses, the holder of such Receipt
remaining liable for any deficiency.

      SECTION 3.3 Representations and Warranties as to Preferred Shares. In the
case of the initial deposit of the Preferred Shares hereunder, the Company and,
in the case of subsequent deposits thereof, each person so depositing Preferred
Shares under this Agreement shall be deemed thereby to represent and warrant
that such Preferred Shares and each certificate therefor are valid and that the
person making such deposit is duly authorized to do so. The Company hereby
further represents and warrants that such Preferred Shares, when issued, will be
validly issued, fully paid and nonassessable. Such representations and
warranties shall survive the deposit of the Preferred Shares and the issuance of
Receipts.

      SECTION 3.4 Representation and Warranty as to Receipts and Depositary
Shares. The Company hereby represents and warrants that the Receipts, when
issued, will evidence legal and valid interests in the Depositary Shares and
each Depositary Share will represent a legal and valid 1/100 fractional interest
in a deposited Preferred Share. Such representation and warranty shall survive
the deposit of the Preferred Shares and the issuance of Receipts evidencing the
Depositary Shares.

                                   ARTICLE IV

                          THE PREFERRED SHARES; NOTICES

      SECTION 4.1 Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on the deposited Preferred Shares,
including any cash received upon redemption of any Preferred Shares pursuant to
Section 2.3, the Depositary shall, subject to Section 3.2, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of such sum as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the Depositary shall be
required to and shall withhold from any cash dividend or other cash distribution
in respect of the Preferred Shares represented by the Receipts held by any
holder an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares represented by such Receipts
subject to such withholding shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any holder of
Receipts a fraction of one cent, and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be
added to and be treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding.

      SECTION 4.2 Distributions Other Than Cash. Whenever the Depositary shall
receive any distribution other than cash on the deposited Preferred Shares, the
Depositary shall, subject to Section 3.2, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.4 such amounts of the
securities or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the

                                       9


Receipts held by such holders, in any manner that the Depositary and the Company
may deem equitable and practicable for accomplishing such distribution. If, in
the opinion of the Depositary after consultation with the Company, such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes), the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received or any part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to
Section 3.2, be distributed or made available for distribution, as the case may
be, by the Depositary to record holders of Receipts as provided by Section 4.1
in the case of a distribution received in cash. The Company shall not make any
distribution of such securities or property to the holders of Receipts unless
the Company shall have provided to the Depositary an opinion of counsel stating
that such securities or property have been registered under the Securities Act
or do not need to be registered.

      SECTION 4.3 Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer, or cause to be offered, to the persons in whose names
deposited Preferred Shares are registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Company shall
instruct (including by the issue to such record holders of warrants representing
such rights, preferences or privileges); provided, however, that (a) if at the
time of issue or offer of any such rights, preferences or privileges the Company
determines upon advice of its legal counsel that it is not lawful or feasible to
make such rights, preferences or privileges available to the holders of Receipts
(by the issue of warrants or otherwise) or (b) if and to the extent instructed
by holders of Receipts who do not desire to exercise such rights, preferences or
privileges, the Depositary shall then, if so instructed by the Company, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2,
be distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.1 in the case of a distribution received in
cash. The Company shall not make any distribution of such rights, preferences or
privileges, unless the Company shall have provided to the Depositary an opinion
of counsel stating that such rights, preferences or privileges have been
registered under the Securities Act or applicable state securities laws or do
not need to be registered.

      If registration under the Securities Act or applicable state securities
laws of the securities to which any rights, preferences or privileges relate is
required in order for holders of Receipts to be offered or sold the securities
to which such rights, preferences or privileges relate, the Company agrees that
it will promptly file a registration statement pursuant to the Securities Act or
applicable state securities laws with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences

                                       10


or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement shall have become
effective or unless the offering and sale of such securities to such holders are
exempt from registration under the provisions of the Securities Act or
applicable state securities laws and the Company shall have provided to the
Depositary an opinion of counsel to such effect.

      If any other action under the law of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company agrees to use its best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges.

      SECTION 4.4 Notice of Dividends; Fixing of Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
deposited Preferred Shares, or whenever the Depositary shall receive notice of
(i) any meeting at which holders of such Preferred Shares are entitled to vote
or of which holders of such Preferred Shares are entitled to notice or (ii) any
election on the part of the Company to redeem any such Preferred Shares, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Preferred
Shares) for the determination of the holders of Receipts who shall be entitled
to receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or whose
Depositary Shares are to be so redeemed.

         SECTION 4.5 Voting Rights. Upon receipt of notice of any meeting at
which the holders of deposited Preferred Shares are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.4 will be entitled, subject to any
applicable provision of law, to instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of Preferred Shares represented by
their respective Depositary Shares and (iii) a brief statement as to the manner
in which such instructions may be given. Upon the written request of a holder of
a Receipt on such record date, the Depositary shall vote, or cause to be voted,
the amount of Preferred Shares represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. To
the extent such instructions request the voting of a fractional interest of a
share of deposited Preferred Shares, the Depositary shall aggregate such
interest with all other fractional interests resulting from requests with the
same voting instructions and shall vote the number of whole votes resulting from
such aggregation in accordance with the instructions received in such requests.
Each Preferred Share is entitled to 100 votes and, accordingly, each Depositary
Share is entitled to one vote. The Company hereby agrees to take all reasonable
action that may be deemed necessary by the Depositary in order to

                                       11


enable the Depositary to vote such Preferred Shares or cause such Preferred
Shares to be voted. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting to the extent of the Preferred
Shares represented by the Depositary Shares evidenced by such Receipt. The
Depositary shall not be required to exercise discretion in voting any Preferred
Shares represented by the Depositary Shares evidenced by such Receipt.

      SECTION 4.6 Changes Affecting Preferred Shares and Reclassifications,
Recapitalization, Etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of Preferred Shares, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party or sale of all or substantially
all of the Company's assets, the Depositary shall, upon the instructions of the
Company: (i) make such adjustments in (a) the fraction of an interest
represented by one Depositary Share in one Preferred Share and (b) the ratio of
the redemption price per Depositary Share to the redemption price of a Preferred
Share, in each case as may be required by, or as is consistent with, the
provisions of the Articles Supplementary to fully reflect the effects of such
change in liquidation value, split-up, combination or other reclassification of
Shares, or of such recapitalization, reorganization, merger, consolidation or
sale and (ii) treat any shares or other securities or property (including cash)
that shall be received by the Depositary in exchange for or upon conversion of
or in respect of the Preferred Shares as new deposited property under this
Agreement, and Receipts then outstanding shall thenceforth represent the
proportionate interests of holders thereof or the new deposited property so
received in exchange for or upon conversion of or in respect of such Preferred
Shares. In any such case the Depositary may, in its discretion, with approval of
the Company, execute and deliver additional Receipts, or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited property. Anything to the contrary
herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Preferred Shares or any such
recapitalization, reorganization, merger, amalgamation or consolidation or sale
of substantially all the assets of the Company to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Preferred
Shares represented thereby only into or for, as the case may be, the kind and
amount of shares and other securities and property and cash into which the
deposited Preferred Shares evidenced by such Receipts might have been converted
or for which such Preferred Shares might have been exchanged or surrendered
immediately prior to the effective date of such transaction. The Company shall
cause effective provision to be made in the charter of the resulting or
surviving corporation (if other than the Company) for protection of such rights
as may be applicable upon exchange of the deposited Preferred Shares for
securities or property or cash of the surviving corporation in connection with
the transactions set forth above. The Company shall cause any such surviving
corporation (if other than the Company) expressly to assume the obligations of
the Company hereunder.

      SECTION 4.7 Inspection of Reports. The Depositary shall make available for
inspection by holders of Receipts at the Corporate Office and at such other
places as it may from time to time deem advisable during normal business hours
any reports and communications received from the Company that are both received
by the Depositary as the holder of deposited Preferred Shares and made generally
available to the holders of the Preferred Shares. In addition, the Depositary
shall transmit certain notices and reports to the holders of Receipts as
provided in Section 6.5.

                                       12


      SECTION 4.8 Lists of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to the Company a list, as of a
recent date specified by the Company, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary.

      SECTION 4.9 Tax and Regulatory Compliance. The Depositary shall be
responsible for (i) preparation and mailing of form 1099's for all open and
closed accounts, (ii) foreign tax withholding, (iii) withholding 28% (or any
withholding as may be required at the then applicable rate) of dividends from
eligible holders of Receipts if directed to do so by the Company or required to
do so by applicable law, (iv) mailing W-9 forms to new holders of Receipts
without a certified taxpayer identification number, (v) processing certified W-9
forms, (vi) preparation and filing of state information returns and (vii)
escheatment services.

      SECTION 4.10 Withholding. Notwithstanding any other provision of this
Agreement, in the event that the Depositary determines that any distribution in
property is subject to any tax which the Depositary is obligated by law to
withhold, the Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the holders of Receipts entitled
thereto in proportion to the number of Depositary Shares held by them
respectively.

                                    ARTICLE V

                            RESTRICTIONS ON OWNERSHIP

      SECTION 5.1 Definitions. For purposes of this Article V, the following
terms shall have the following meanings:

            "Beneficial Ownership" shall mean ownership of Depositary Shares by
a Person who would be treated as an owner of such Depositary Shares either
directly or indirectly through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner,"
"Beneficially Owns" and "Beneficially Owned" shall have correlative meanings.

            "Beneficiary" shall mean, with respect to any Trust, one or more
organizations described in each of Section 170(b)(1)(A) and Section 170(c) of
the Code which are named by the Company as the beneficiary or beneficiaries of
such Trust.

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

            "Constructive Ownership" shall mean ownership of Depositary Shares
by a Person who would be treated as an owner of such Depositary Shares either
directly or indirectly

                                       13


through the application of Section 318 of the Code, as modified by Section
856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and
"Constructively Owned" shall have correlative meanings.

            "Market Price" shall mean, on any date and with respect to any
Depositary Share, the average of the Closing Price for the five consecutive
Trading Days ending on such date. The "Closing Price" shall mean, on any date
and with respect to any Depositary Share, the last sale price, regular way, or,
in case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, of such Depositary Share, in either case as reported
in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if
such Depositary Share is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such Depositary Share is listed or admitted to trading or, if such
Depositary Share is not listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if such Depositary Share is not quoted by any
such organization, the average of the closing bid and asked prices of such
Depositary Share as furnished by a professional market maker, selected by the
Board of Directors of the Company, then making a market in such Depositary
Share. "Trading Day" shall mean a day on which the principal national securities
exchange on which such Depositary Share is listed or admitted to trading is open
for the transaction of business or, if such Depositary Share is not listed or
admitted to trading on any national securities exchange, shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

            "Non-Transfer Event" shall mean an event other than a purported
Transfer that would cause any Person to Beneficially Own or Constructively Own
Depositary Shares in excess of the Ownership Limit, including, but not limited
to, the granting of any option or entering into any agreement for the sale,
transfer or other disposition of Depositary Shares or the sale, transfer,
assignment or other disposition of any securities or rights convertible into or
exchangeable for Depositary Shares.

            "Ownership Limit" shall mean 9.9% of the total number of the class
of Depositary Shares outstanding as of such time.

            "Permitted Transferee" shall mean any Person designated as a
Permitted Transferee in accordance with the provisions of this Article V.

            "Person" shall mean an individual, corporation, partnership, limited
liability company, estate, trust, association, joint stock company, government
or agency or subdivision thereof, charitable organization or other entity and
also includes a group as that term is used for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.

                                       14


            "Prohibited Owner" shall mean, with respect to any purported
Transfer or Non-Transfer Event, any Person who, but for the provisions of this
Article V, would own record title to Depositary Shares.

            "REIT" shall mean a Real Estate Investment Trust under Section 856
of the Code.

            "Restriction Termination Date" shall mean the first day on which the
Board of Directors and the shareholders of the Company determine, in accordance
with the provisions of the Company's Charter that it is no longer in the best
interests of the Company to attempt to, or continue to, qualify as a REIT.

            "Transfer" shall mean any sale, transfer, gift, assignment, devise
or other disposition of Depositary Shares, whether voluntary or involuntary,
whether of record, constructively or beneficially and whether by operation of
law or otherwise.

            "Trust" shall mean any separate trust created pursuant to this
Article V and administered in accordance with the terms of this Article V, for
the exclusive benefit of any Beneficiary.

            "Trustee" shall mean any Person unaffiliated with both the Company
and any Prohibited Owner, such Trustee to be designated by the Company to act as
trustee of any Trust, or any successor trustee thereof.

      SECTION 5.2 Restriction on Transfers. Prior to the Restriction Termination
Date, (i) except as provided in Section 5.9, no Person shall Beneficially Own or
Constructively Own Depositary Shares in excess of the Ownership Limit, (ii)
except as provided in Section 5.9, any Transfer that, if effective, would result
in any Person Beneficially Owning or Constructively Owning Depositary Shares in
excess of the Ownership Limit shall be void ab initio as to the Transfer of that
number of Depositary Shares which would be otherwise Beneficially Owned or
Constructively Owned by such Person in excess of the Ownership Limit, (iii) any
Transfer of Depositary Shares that, if effective, would result in the Company
being "closely held" within the meaning of Section 856(h) of the Code shall be
void ab initio as to the Transfer of that number of Depositary Shares which
would cause the Company to be "closely held" within the meaning of Section
856(h) of the Code, (iv) any Transfer of Depositary Shares that, if effective,
would result in the Company Constructively Owning 10% or more of the ownership
interests in any tenant or subtenant of the Company's real property (including
the real property held by FelCor Lodging Limited Partnership and any other
partnership in which the Company owns an interest), within the meaning of
Section 856(d)(2)(B) of the Code, shall be void ab initio as to the Transfer of
that number of Depositary Shares in excess of the number that could have been
Transferred without such result, and (v) any Transfer of Depositary Shares that,
if effective, would cause the Company to fail to qualify as a REIT shall be void
ab initio as to the Transfer of that number of Depositary Shares in excess of
the number that could have been Transferred without such result; provided that
in the event of any of the above, the intended transferee shall acquire no
rights in such excess Depositary Shares.

                                       15


      SECTION 5.3 Transfer in Trust. (a) If, notwithstanding any other provision
of this Article V, at any time prior to the Restriction Termination Date, there
is a purported Transfer or Non-Transfer Event such that any Person would either
Beneficially Own or Constructively Own Depositary Shares in excess of the
Ownership Limit, then, (i) except as provided in Section 5.9, the purported
transferee shall acquire no right or interest (or, in the case of a Non-Transfer
Event, the Person holding record title to the Depositary Shares Beneficially
Owned or Constructively Owned by such Beneficial Owner or Constructive Owner,
shall cease to own any right or interest) in such number of Depositary Shares
which would cause such Beneficial Owner or Constructive Owner to Beneficially
own or Constructively Own Depositary Shares in excess of the Ownership Limit,
and (ii) such number of Depositary Shares in excess of the Ownership Limit
(rounded up to the nearest whole share) shall be designated Shares-in-Trust and,
in accordance with the provisions of Section 5.12 of this Article V, transferred
automatically and by operation of law to and held in a Trust. Such transfer to a
Trust and the designation of the shares as Shares-in-Trust shall be effective as
of the close of business on the business day next preceding the date of the
purported Transfer or Non-Transfer Event, as the case may be.

      (b) If, notwithstanding the other provisions contained in this Article V,
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event that, if effective, would cause the Company either to become
"closely held" within the meaning of Section 856(h) of the Code, to
Constructively Own 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest) within the meaning of Section 856(d)(2)(B) of the
Code, or otherwise to fail to qualify as a REIT (other than as a result of a
violation of the requirement, contained in Section 856(a)(5) of the Code, that a
REIT have at least 100 stockholders), then (i) the purported transferee shall
acquire no right or interest (or, in the case of a Non-Transfer Event, the
Person holding record title to the Depositary Shares with respect to which such
Non-Transfer Event occurred, shall cease to own any right or interest) in such
number of Depositary Shares, the ownership of which by such purported transferee
or record holder would cause the Company either to be "closely held" within the
meaning of Section 856(h) of the Code, to violate the 10% limitation of Section
856(d)(2)(B) of the Code or otherwise to fail to qualify as a REIT (other than
as a result of a violation of the 100 stockholder requirement of Section
856(a)(5) of the Code), and (ii) such number of Depositary Shares (rounded up to
the nearest whole share) shall be designated Shares-in-Trust and, in accordance
with the provisions of Section 5.12 of this Article V, transferred automatically
and by operation of law to a Trust to be held therein in accordance with Section
5.12 of this Article V. Such transfer to a Trust shall be effective as of the
close of business on the business day next preceding the date of the Transfer or
Non-Transfer Event, as the case may be.

      SECTION 5.4 Remedies for Breach. If the Company or its designees,
including the Depositary, at any time shall determine in good faith that a
Transfer has taken place in violation of Section 5.2 of this Article V or that a
Person intends to acquire, or has attempted to acquire, Beneficial Ownership or
Constructive Ownership of any Depositary Shares in violation of Section 5.2 of
this Article V, the Board of Directors of the Company, or the Depositary, shall
be authorized and empowered to take such action as it deems advisable to refuse
to give effect to or to prevent such Transfer or acquisition, including, but not
limited to, refusing to give effect to

                                       16


such Transfer on the books of the Depositary or instituting proceedings to
enjoin such Transfer or acquisition.

      SECTION 5.5 Notice of Restricted Transfer. Any Person who attempts to
acquire, or acquires, Depositary Shares in violation of Section 5.2 of this
Article V, or any Person who holds record title to any Depositary Shares that
were transferred to a Trust pursuant to the provisions of Section 5.3 of this
Article V, shall immediately give written notice to the Company of such event
and shall provide to the Company such other information as the Company may
request in order to determine the effect, if any, of such purported Transfer or
the Non-Transfer Event, as the case may be, on the Company's status as a REIT.

      SECTION 5.6 Owners Required to Provide Information. Prior to the
Restriction Termination Date: (i) each Person who is a Beneficial Owner or
Constructive Owner of more than 5% (or such lower percentage as may be required
pursuant to the Code or regulations issued under the Code) of the outstanding
Depositary Shares shall, no later than January 30 of each year, give written
notice to the Company stating the name and address of such Beneficial Owner or
Constructive Owner, the number of Depositary Shares Beneficially Owned or
Constructively Owned and a description of how such shares are held. Each such
Beneficial Owner or Constructive Owner shall provide to the Company such
additional information as the Company may request in order to determine the
effect, if any, of such Beneficial Ownership on the Company's status as a REIT
and to ensure compliance with the Ownership Limit and (ii) each Person who is a
Beneficial Owner or Constructive Owner of Depositary Shares and each Person
(including a stockholder of record) who is holding Depositary Shares for a
Beneficial Owner or Constructive Owner shall provide to the Company, promptly
following any request therefor, such information as the Company may deem
necessary in order to determine the Company's status as a REIT and to ensure
compliance with the Ownership Limit.

      SECTION 5.7 Remedies Not Limited. Nothing in this Article V shall limit
the authority of the Board of Directors of the Company or the Depositary to take
any and all lawful actions, whether or not specifically set forth herein, as
they deem necessary or advisable to protect the Company and the interests of its
shareholders by preserving the Company's status as a REIT and by ensuring
compliance with the Ownership Limit.

      SECTION 5.8 Ambiguity. In the case of an ambiguity in the application of
any of the provisions of this Article V, the Board of Directors of the Company
shall have the power to finally resolve such ambiguity and interpret the
provisions hereof with respect to any situation, based on the facts known to it.

      SECTION 5.9 Exception. The ownership limitations set forth in Section 5.2
and/or Section 5.3 of this Article V shall not apply to the acquisition of
Depositary Shares by an underwriter in a public offering of those shares or in
any transaction involving the issuance of Depositary Shares in which the Board
of Directors determines that the underwriter or other Person or party initially
acquiring those will timely distribute those shares to or among others so that,
following such distribution, the ownership of those shares will not be in
violation of Section 5.2 and/or Section 5.3 of this

                                       17


Article V. The Board of Directors, in the exercise of its sole and absolute
discretion, may exempt from the operation of Section 5.2 and/or Section 5.3 of
this Article V certain specified Depositary Shares proposed to be transferred
to, and/or owned by, a Person who has provided the Board of Directors with such
evidence, undertakings and assurances as the Board of Directors may require that
such transfer to, and/or ownership by, such Person of the specified shares will
not prevent the continued qualification of the Company as a REIT under the Code
and the regulations issued under the Code. The Board of Directors may, but shall
not be required, to condition the grant of any such exemption upon the obtaining
of an opinion of counsel, a ruling from the Internal Revenue Service or such
other assurances as the Board of Directors shall deem to be satisfactory.

      SECTION 5.10. Legend. Each Receipt evidencing a Depositary Share, in
addition to any other legend that may be placed thereon, shall bear the
following legend:

      "The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.

      The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.

                                       18


      THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT."

      SECTION 5.11 Severability. If any provision of this Article V or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

      SECTION 5.12 Shares-in-Trust.

            (a) Trust. Any Depositary Shares transferred to a Trust and
designated Shares-in-Trust pursuant to Section 5.3 of this Article V shall be
held by the Trustee for the exclusive benefit of the Beneficiary. The Company
shall name a beneficiary or beneficiaries of each Trust within five (5) business
days after receipt of written notice of the existence thereof. Any transfer to a
Trust and designation of Depositary Shares as Shares-in-Trust, pursuant to
Section 5.3 of this Article V, shall be effective as of the close of business on
the business day next preceding the date of the purported Transfer or
Non-Transfer Event that results in the transfer to such Trust. Shares-in-Trust
shall remain issued and outstanding Depositary Shares and shall be entitled to
the same rights and privileges on identical terms and conditions as are all
other issued and outstanding Depositary Shares. When transferred to a Permitted
Transferee, in accordance with the provisions of Section 5.12(e) of this Article
V, such Shares-in-Trust shall be released from the Trust and cease to be
designated as Shares-in-Trust.

            (b) Dividend Rights. The Trustee, as the record holder of
Shares-in-Trust, shall be entitled to receive all dividends and distributions as
may be declared on such Depositary Shares and shall hold all such dividends or
distributions in trust for the benefit of the Beneficiary. The Prohibited Owner
with respect to Shares-in-Trust shall repay to the Trustee the amount of any
dividends or distributions received by it that (i) are attributable to any
Depositary Shares designated Shares-in-Trust and (ii) the record date of which
was on or after the date that such shares became Shares-in-Trust. The Company
shall take all lawful measures that the Board of Directors determines to be
reasonably necessary to recover the amount of any such dividend or distribution
paid to a Prohibited Owner, including, if necessary, withholding any portion of
future dividends or distributions payable on Depositary Shares Beneficially
Owned or Constructively Owned by the Person who, but for the provisions of
Section 5.3 of this Article V, would Constructively Own or Beneficially Own the
Shares-in-Trust; and, as soon as reasonably practicable following the Company's
receipt or withholding thereof, shall pay over to the Trustee for the benefit of
the Beneficiary the dividends so received or withheld, as the case may be.

            (c) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Company, each Trustee of Shares-in-Trust shall be entitled to
receive, ratably with each other holder of

                                       19


Depositary Shares, that portion of the assets of the Company which is available
for distribution to the holders of Depositary Shares. The Trustee shall
distribute to the Prohibited Owner the amounts received upon such liquidation,
dissolution, or winding up, or distribution; provided, however, that the
Prohibited Owner shall not be entitled to receive amounts pursuant to this
Section 5.12(e) in excess of, in the case of a purported Transfer in which the
Prohibited Owner gave value for the Depositary Shares and which Transfer
resulted in the transfer of the shares to the Trust, the price per share, if
any, such Prohibited Owner paid for the Depositary Shares and, in the case of a
Non-Transfer Event or Transfer in which the Prohibited Owner did not give value
for such shares (e.g., if the shares were received through a gift or devise) and
which Non-Transfer Event or Transfer, as the case may be, resulted in the
transfer of shares to the Trust, the price per share equal to the Market Price
on the date of such Non-Transfer Event or purported Transfer. Any remaining
amount in such Trust shall be distributed to the Beneficiary.

            (d) Voting Rights. The Trustee shall be entitled to vote all
Shares-in-Trust. Any vote by a Prohibited Owner, as a holder of Depositary
Shares, prior to the discovery by the Company that the Depositary Shares are
Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void
ab initio with respect to such Shares-in-Trust and the Prohibited Owner shall be
deemed to have given, as of the close of business on the business day prior to
the date of the purported Transfer or Non-Transfer Event that results in the
transfer to the Trust of the Depositary Shares under Section 5.12(c) of this
Article V, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in
the manner in which the Trustee, in its sole and absolute discretion, desires.

            (e) Designation of Permitted Transferee. The Trustee shall have the
exclusive and absolute right to designate a Permitted Transferee of any and all
Shares-in-Trust. As soon as reasonably practicable, but in an orderly fashion so
as not to materially adversely affect the Market Price of the Shares-in-Trust,
the Trustee shall designate one or more Persons as Permitted Transferees,
provided, however, that (i) each such Permitted Transferee so designated shall
purchase for valuable consideration (whether in a public or private sale) the
Shares-in-Trust and (ii) each such Permitted Transferee so designated may
acquire such Shares-in-Trust without such acquisition resulting in a transfer to
a Trust and the redesignation of such Depositary Shares so acquired as
Shares-in-Trust pursuant to the provisions of Section 5.3 of this Article V.
Upon the designation by the Trustee of a Permitted Transferee in accordance with
the provisions of Section 5.12(e), the Trustee of a Trust shall (i) cause to be
transferred to the Permitted Transferee that number of Shares-in-Trust acquired
by the Permitted Transferee; (ii) cause to be recorded on the books of the
Depositary that the Permitted Transferee is the holder of record of such number
of Depositary Shares; and (iii) distribute to the Beneficiary any and all
amounts held with respect to the Shares-in-Trust after making payment to the
Prohibited Owner of the amount determined pursuant to Section 5.12(f) of this
Article V.

            (f) Compensation to Record Holder of Depositary Shares that Become
Shares-in-Trust. Any Prohibited Owner shall be entitled (after giving written
notice to the Company of the existence of Shares-in-Trust and following the
designation of the Permitted Transferee in accordance with Section 5.5 of this
Article V) to receive from the Trustee, in respect of such Shares-in-Trust, the
lesser of (i) in the case of (a) a purported Transfer in which the Prohibited
Owner gave value for Depositary Shares and which Transfer resulted in the

                                       20


transfer of the shares to a Trust, the price per share, if any, such Prohibited
Owner paid for the Depositary Shares or (b) a Non-Transfer Event or purported
Transfer in which the Prohibited Owner did not give value for such shares (e.g.,
if the shares were received through a gift or devise) and which Non-Transfer
Event or purported Transfer, as the case may be, resulted in the transfer of
shares to the Trust, the price per share equal to the Market Price on the date
of such Non-Transfer Event or purported Transfer or (ii) the price per share
received by the Trustee of the Trust from the sale or other disposition of such
Shares-in-Trust in accordance with Section 5.12(e) of this Article V. Any
amounts received by the Trustee in respect of such Shares-in-Trust and in excess
of such amounts to be paid to the Prohibited Owner pursuant to Section 5.12(f)
shall be distributed to the Beneficiary in accordance with the provisions of
Section 5.12(e) of this Article V. Each Beneficiary and Prohibited Owner waive
any and all claims that it may have against the Trustee, the Depositary and the
Company arising out of the transfer of any Depositary Shares to a Trust, the
designation of any Depositary Shares as Shares-in-Trust and the disposition of
any Shares-in-Trust, except for claims arising out of the gross negligence or
willful misconduct of, or any failure to make payments in accordance with this
Section 5.12 by, such Trustee or the Company.

            (g) Purchase Right in Shares-in-Trust. Shares-in-Trust shall be
deemed to have been offered for sale to the Company, or its designee, at a price
per share equal to the lesser of (i) the price per share in the transaction that
resulted in such shares being designated as Shares-in-Trust (or, in the case of
devise, gift or Non-Transfer Event, the Market Price at the time of such devise,
gift or Non-Transfer Event) and (ii) the Market Price on the date the Company,
or its designee, accepts such offer. The Company shall have the right to accept
such offer for a period of ninety days after the later of (a) the date of the
Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust
and (b) the date the Company determines in good faith that a purported Transfer
or Non-Transfer Event resulting in the designation of any Depositary Shares as
Shares-in-Trust has occurred, if the Company does not receive a written notice
of such purported Transfer or Non-Transfer Event pursuant to Section 5.5 of this
Article V.

      SECTION 5.13 Preemptive Rights. No holder of any stock or any other
securities of the Company, whether now or hereafter authorized, shall have any
preemptive right to subscribe for or purchase any stock or any other securities
of the Company other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such other terms
as the Board of Directors, in its sole discretion, may fix; and any stock or
other securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole discretion shall
determine, be offered to the holders of any class or series of stock or other
securities at the time outstanding to the exclusion of the holders of any or all
other classes or series of stock or other securities at the time outstanding.

      SECTION 5.14 Charter Controlling. Notwithstanding any other provisions of
this Agreement, in the event of any conflict or inconsistency between the
provisions of this Article V and the provisions of Article V of the Charter, the
provisions of Article V of the Charter shall control and govern.

                                       21


                                   ARTICLE VI

                         THE DEPOSITARY AND THE COMPANY

      SECTION 6.1 Maintenance of Offices, Agencies and Transfer Books by the
Depositary and the Registrar. The Depositary shall maintain at the Corporate
Office facilities for the execution and delivery, transfer, surrender and
exchange, split-up, combination and redemption of Receipts and deposit and
withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if
any, facilities for the delivery, transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Preferred
Shares, all in accordance with the provisions of this Agreement.

      The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books, at all reasonable times,
shall be open for inspection by the record holders of Receipts as provided by
applicable law. The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

      If the Receipts or the Depositary Shares evidenced thereby or the
Preferred Shares represented by such Depositary Shares shall be listed on the
New York Stock Exchange, Inc. or any other stock exchange, the Depositary may,
with the approval of the Company, appoint a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary Shares in accordance
with the requirements of such Exchange. Such Registrar (which may be the
Depositary, if so permitted by the requirements of such Exchange) may be removed
and a substitute registrar appointed by the Depositary upon the request or with
the approval of the Company. If the Receipts, such Depositary Shares or such
Preferred Shares are listed on one or more other stock exchanges, the Depositary
will, at the request and expense of the Company, arrange such facilities for the
delivery, transfer, surrender, redemption and exchange of such Receipts, such
Depositary Shares or such Preferred Shares as may be required by law or
applicable stock exchange regulations.

      SECTION 6.2 Prevention or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary, any
Depositary's Agent, any Registrar nor the Company shall incur any liability to
any holder of any Receipt, if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or of any
other governmental authority or, in the case of the Depositary, the Depositary's
Agent or the Registrar, by reason of any provision, present or future, of the
Charter or the Articles Supplementary or, in the case of the Company, the
Depositary, the Depositary's Agent or the Registrar, by reason of any act of God
or war or other circumstance beyond the control of the relevant party, the
Depositary, the Depositary's Agent, the Registrar or the Company shall be
prevented or forbidden from doing or performing any act or thing that the terms
of this Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary's Agent, any Registrar or the Company incur any liability to any
holder of a Receipt by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this
Agreement provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Agreement.

                                       22


      SECTION 6.3 Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary, any Depositary's Agent, any
Registrar nor the Company assumes any obligation, or shall be subject to any
liability, under this Agreement or any Receipt to holders of Receipts other than
from acts or omissions arising out of conduct constituting bad faith, negligence
(in the case of any action or inaction with respect to the voting of the
deposited Preferred Shares), gross negligence or willful misconduct in the
performance of such duties as are specifically set forth in this Agreement.

      Neither the Depositary, any Depositary's Agent, any Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding with respect to the deposited Preferred Shares,
Depositary Shares or Receipts that in its reasonable opinion may involve it in
expense or liability unless indemnity reasonably satisfactory to it against all
expense and liability be furnished as often as may be required.

      Neither the Depositary, any Depositary's Agent, any Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information provided
by any Person presenting Preferred Shares for deposit, any holder of a Receipt
or any other Person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely, and shall each be protected in acting, upon any written
notice, request, direction or other document believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties.

      In the event the Depositary shall receive conflicting claims, requests or
instructions from any holders of Receipts, on the one hand, and the Company, on
the other hand, the Depositary shall be entitled to act on such claims, requests
or instructions received from the Company, and shall be entitled to the full
indemnification set forth in Section 6.6 hereof in connection with any action so
taken.

      The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the deposited Preferred Shares or for the manner or
effect of any such vote made, as long as any such action or non-action is in
good faith and does not result from negligence or willful misconduct of the
Depositary. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties, and only such duties, as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar.

      The Depositary, its parent, affiliate or subsidiaries, any Depositary's
Agent, and any Registrar may own, buy, sell or deal in any class of securities
of the Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its affiliates
may be interested or contract with or lend money to or otherwise act as fully or
as freely as if it were not the Depositary or the Depositary's Agent hereunder.
The Depositary may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates or act in any other capacity for
the Company or its affiliates.

                                       23


      It is intended that neither the Depositary nor any Depositary's Agent
shall be deemed to be an "issuer" of the securities under the federal securities
laws or applicable state securities laws, it being expressly understood and
agreed that the Depositary and any Depositary's Agent are acting only in a
ministerial capacity as Depositary for the deposited Preferred Shares; provided,
however, that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Agreement in its
capacity as Depositary.

      The Company agrees that it will register the deposited Preferred Shares
and the Depositary Shares if required by the applicable securities laws.

      SECTION 6.4 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

      The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.

      In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If a successor depositary shall not have been appointed in 60 days,
the resigning Depositary may petition a court of competent jurisdiction to
appoint a successor depositary. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Agreement, and such predecessor, upon payment of all sums
due it and on the written request of the Company, shall promptly execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all rights,
title and interest in the deposited Preferred Shares and any moneys or property
held hereunder to such successor and shall deliver to such successor a list of
the record holders of all outstanding Receipts. Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts.

      Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor
depositary may execute the Receipts either in the name of the predecessor
depositary or in the name of the successor depositary.

      SECTION 6.5 Notices, Reports and Documents. The Company agrees that it
will deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary's books, copies

                                       24


of all notices and reports (including financial statements) required by law, by
the rules of any national securities exchange upon which the Preferred Shares,
the Depositary Shares or the Receipts are included for quotation or listed or by
the Charter and the Articles Supplementary to be furnished by the Company to
holders of the deposited Preferred Shares and, if requested by the holder of any
Receipt, a copy of this Agreement, the form of Receipt, the Articles
Supplementary and the form of Preferred Shares. Such transmission will be at the
Company's expense, and the Company will provide the Depositary with such number
of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the record holders of Receipts at the
Company's expense such other documents as may be requested by the Company.

      SECTION 6.6 Indemnification by the Company. The Company agrees to
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any liability, costs and expenses (including
reasonable attorneys' fees) that may arise out of, or in connection with, its
acting as Depositary, Depositary's Agent or Registrar, respectively, under this
Agreement and the Receipts, except for any liability arising out of the willful
misconduct, gross negligence, negligence (in the case of any action or inaction
with respect to the voting of the deposited Preferred Shares) or bad faith on
the part of any such person or persons. The obligations of the Company set forth
in this Section 6.6 shall survive any succession of any Depositary, Registrar or
Depositary's Agent or termination of this Agreement.

      SECTION 6.7 Fees, Charges and Expenses. No charges and expenses of the
Depositary or any Depositary's Agent hereunder shall be payable by any person,
except as provided in this Section 6.7. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of this
Agreement. The Company shall also pay all fees and expenses of the Depositary in
connection with the initial deposit of the Preferred Shares and the initial
issuance of the Depositary Shares evidenced by the Receipts, any redemption of
the Preferred Shares at the option of the Company and all withdrawals of the
Preferred Shares by holders of Depositary Shares. If a holder of Receipts
requests the Depositary to perform duties not required under this Agreement, the
Depositary shall notify the holder of the cost of the performance of such duties
prior to the performance thereof. Such holder will be liable for the charges and
expenses related to such performance. All other fees and expenses of the
Depositary and any Depositary's Agent hereunder and of any Registrar (including,
in each case, fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be promptly paid as previously agreed
between the Depositary and the Company. The Depositary shall present its
statement for fees and expenses to the Company every month or at such other
intervals as the Company and the Depositary may agree.

                                       25


                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

      SECTION 7.1 Amendment. The form of the Receipts and any provision of this
Agreement may, at any time and from time to time, be amended by agreement
between the Company and the Depositary in any respect that they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent) which (i)
shall materially and adversely alter the rights of the holders of Receipts or
(ii) would be materially and adversely inconsistent with the rights granted to
the holders of the Preferred Shares pursuant to the Articles Supplementary shall
be effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. In no event shall
any amendment impair the right, subject to the provisions of Section 2.6 and
Section 2.7 and Article III, of any holder of any Depositary Shares to surrender
the Receipt evidencing such Depositary Shares with instructions to the
Depositary to deliver to the holder the deposited Preferred Shares and all money
and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law. Every holder of an outstanding Receipt
at the time any such amendment becomes effective shall be deemed, by continuing
to hold such Receipt, to consent and agree to such amendment and to be bound by
this Agreement, as amended thereby.

      SECTION 7.2 Termination. This Agreement may be terminated by the Company
upon not less than 30 days' prior written notice to the Depositary if (i) such
termination is necessary to preserve the Company's status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (or any
successor provisions) or (ii) the holders of a majority of the Preferred Shares
consent to such termination, whereupon the Depositary shall deliver or make
available to each holder of a Receipt, upon surrender of the Receipt held by
such holder, such number of whole or fractional shares of deposited Preferred
Shares that are represented by the Depositary Shares evidenced by such Receipt,
together with any other property held by the Depositary in respect of such
Receipt. In the event that this Agreement is terminated pursuant to clause (i)
of the immediately preceding sentence, the Company hereby agrees to use its best
efforts to list the Preferred Shares issued upon surrender of the Receipt
evidencing the Depositary Shares represented thereby on a national securities
exchange. This Agreement will automatically terminate if (i) all outstanding
Depositary Shares shall have been redeemed pursuant to Section 2.3 or (ii) there
shall have been made a final distribution in respect of the deposited Preferred
Shares in connection with any liquidation, dissolution or winding up of the
Company and such distribution shall have been distributed to the holders of
Receipts entitled thereto.

      Upon the termination of this Agreement, the Company shall be discharged
from all obligations under this Agreement, except for its obligations to the
Depositary, any Depositary's Agent and any Registrar under Section 6.6 and
Section 6.7.

                                       26


                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.1 Counterparts. This Agreement may be executed in any number of
counterparts, and by each of the parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement. Copies of this Agreement shall be filed with the
Depositary and the Depositary's Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the
Depositary's Agents, if any, by any holder of a Receipt.

      SECTION 8.2 Exclusive Benefit of Parties. This Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

      SECTION 8.3 Invalidity of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

      SECTION 8.4 Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at:

                  FelCor Lodging Trust Incorporated
                  545 E. John Carpenter Freeway
                  Suite 1300
                  Irving, Texas  75062
                  Attention:  Secretary
                  Telephone No.:  (972) 444-4900
                  Facsimile:  (972) 444-4949

or at any other address of which the Company shall have notified the Depositary
in writing.

      Any notices to be given to the Depositary hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, or by telegram or telex or telecopier confirmed by
letter, addressed to the Depositary at the Corporate Office.

      Any notices given to any record holder of a Receipt hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to such record holder at

                                       27


the address of such record holder as it appears on the books of the Depositary
or, if such holder shall have filed with the Depositary in a timely manner a
written request that notices intended for such holder be mailed to some other
address, at the address designated in such request.

      Delivery of a notice sent by mail, or by telegram or telex or telecopier
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
telex or telecopier message) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company may, however, act upon any telegram or
telex or telecopier message received by it from the other or from any holder of
a Receipt, notwithstanding that such telegram or telex or telecopier message
shall not subsequently be confirmed by letter as aforesaid.

      SECTION 8.5 Depositary's Agents. The Depositary may, from time to time,
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Agreement and may at any time appoint additional Depositary's
Agents and vary or terminate the appointment of such Depositary's Agents. The
Depositary will notify the Company of any such action.

      SECTION 8.6 Holders of Receipts Are Parties. The holders of Receipts from
time to time shall be deemed to be parties to this Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

      SECTION 8.7 Governing Law. This Agreement and the Receipts and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by,
and construed in accordance with, the law of the State of Georgia applicable to
agreements made and to be performed in said State.

      SECTION 8.8 Inspection of Deposit Agreement and Articles Supplementary.
Copies of this Agreement and the Articles Supplementary shall be filed with the
Depositary and the Depositary's Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the
Depositary's Agents, if any, by any holder of any Receipt.

      SECTION 8.9 Headings. The headings of articles and sections in this
Agreement and in the form of the Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as part of this
Agreement or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.

                             SIGNATURE PAGE FOLLOWS

                                       28


      IN WITNESS WHEREOF, FelCor Lodging Trust Incorporated and SunTrust Bank
have duly executed this Deposit Agreement as of the day and year first above set
forth and all holders of Receipts shall become parties hereto by and upon
acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.

                                               FELCOR LODGING TRUST INCORPORATED

                                               By: _____________________________
                                                   Name: Lawrence D. Robinson
                                                   Title: Executive Vice
                                                          President

                                               Attest: _________________________

                                                       Witness

                                               SUNTRUST BANK

                                               By: _____________________________
                                                   Name:   Sue Hampton
                                                   Title:  Vice President

                                               Attest: _________________________
                                                       Authorized Signatory

                                       29


                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

DC-                                                            CUSIP 31430F 50 7

                             DEPOSITARY RECEIPT FOR
                              DEPOSITARY SHARES OF

                        FELCOR LODGING TRUST INCORPORATED
                            (a Maryland corporation)

      The undersigned Depositary (the "Depositary"), hereby certifies that
____________________ is the registered owner of ____________ DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/100 of one share of
8% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
(the "Shares"), of FelCor Lodging Trust Incorporated, a Maryland corporation
(the "Company"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of April 7, 2005 (the
"Deposit Agreement"), among the Company, the Depositary and the holders from
time to time of Receipts for Depositary Shares. By accepting this Receipt, the
holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar in respect of the
Receipts (other than the Depositary) shall have been appointed, by the manual
signature of a duly authorized officer of such Registrar.

Dated: _____________________

____________________________, as Depositary

By: ________________________
Authorized Signatory

                                       A-1



                            [FORM OF REVERSE RECEIPT]

                        FELCOR LODGING TRUST INCORPORATED

      The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.

      The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.

      THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT

                                       A-2



      The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM  - as tenants in common
TEN ENT  - as tenants by the entireties
JT TEN   - as joint tenants with right of survivorship and not as tenants in
           common

UNIF GIFT MIN ACT - ________ Custodian ________
                    (Cust)             (Minor)
Under Uniform Gifts to Minors Act __________________ (State)

    Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

      For value received, ____________ hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

________________________________________________________________________________
                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                      INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

____________ Depositary Shares represented by the within Receipt, and do hereby
irrevocably constitute and appoint ____________ Attorney to transfer the said
Depositary Shares on the books of the within named Depositary with full power of
substitution in the premises.

Dated:________________

NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.

                                       A-3

EX-4.12.1

   THIS CERTIFICATE IS TRANSFERABLE IN                         CUSIP 31430F 50 7
ATLANTA, GEORGIA AND NEW YORK, NEW YORK.

                                   [CERTIFICATE]

                                                               DEPOSITARY SHARES

                                                   EACH REPRESENTING 1/100 OF AN
                                                       8% SERIES C CUMULATIVE
                                                    REDEEMABLE PREFERRED SHARE

                             DEPOSITARY RECEIPT FOR
                              DEPOSITARY SHARES OF
                        FELCOR LODGING TRUST INCORPORATED
                            (a Maryland corporation)

      THE UNDERSIGNED DEPOSITARY (THE "DEPOSITARY"), HEREBY CERTIFIES THAT

      IS THE REGISTERED OWNER OF

                        DEPOSITARY SHARES                                [SEAL]

DEPOSITARY SHARES ("DEPOSITARY SHARES"), each Depositary Share representing
1/100 of one share of 8% Series C Cumulative Redeemable Preferred Stock, $0.01
par value per share (the "Shares"), of FelCor Lodging Trust Incorporated, a
Maryland corporation (the "Company"), on deposit with the Depositary, subject to
the terms and entitled to the benefits of the Deposit Agreement dated as of
April 7, 2005 (the "Deposit Agreement"), among the Company, the Depositary and
the holders from time to time of Receipts for Depositary Shares. By accepting
this Receipt, the holder hereof becomes a party to and agrees to be bound by all
the terms and conditions of the Deposit Agreement. This Receipt shall not be
valid or obligatory for any purpose or entitled to any benefits under the
Deposit Agreement unless it shall have been executed by the Depositary by the
manual signature of a duly authorized officer or, if a Registrar in respect of
the Receipts (other than the Depositary) shall have been appointed, by the
manual signature of a duly authorized officer of such Registrar.

DATED _____________________

              SUNTRUST BANK                             /s/ Lawrence D. Robinson
                                                        -----------------------
              (Atlanta, Georgia)      as Depositary     SECRETARY

By ________________________
                                                        /s/ [ILLIGIBLE]
                                                        -----------------------
                                 Authorized Signatory   PRESIDENT AND CHIEF
                                                        EXECUTIVE OFFICER

AMERICAN BANK NOTE COMPANY                           PRODUCTION COORDINATOR TODD
    711 ARMSTRONG LANE                                 DEROSSETT: 931-490-1720
                                                       PROOF OF APRIL 4, 2005




                       FELCOR LODGING TRUST INCORPORATED

      The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.

      The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.

      THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT.

      The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common       UNIF GIFT MIN ACT- _______ Custodian_______
TEN ENT - as tenants by the                              (Cust)          (Minor)
          entireties                                    Under Uniform Gifts to
JT TEN  - as joint tenants with                         Minors
          right of survivorship                         Act ____________________
          and not as tenants                                      (State)
          in common

    Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

For value received,_______________hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________

________________________________________________________________________________
              PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

_______________________________________________________________Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint

________________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.

      Dated: _________________________

NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.

AMERICAN BANK NOTE COMPANY            PRODUCTION COORDINATOR: TODD DEROSSETT:
    711 ARMSTRONG LANE                             931-490-1720
 COLUMBIA, TENNESSEE 38401                    PROOF OF APRIL 1, 2005
      (931) 388-3003                         FELCOR LODGING TRUST INC.
                                                   TSB 19333 BACK

                                          OPERATOR:                 TERESA

/ ETHER 19 / LIVE JOBS / F / FELCOR                     NEW
/ 19333 BACK

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:______ OK AS IS______ OK
WITH CHANGES ______ MAKE CHANGES AND SEND ANOTHER PROOF

     NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.

EX-10.1.8

                              SEVENTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                      OF FELCOR LODGING LIMITED PARTNERSHIP

      This Seventh Amendment to Second Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership (the "Partnership") is made
and entered into effective as of April 7, 2005, by and among FelCor Lodging
Trust Incorporated, a Maryland corporation, as General Partner (the "General
Partner"), and all persons and entities who are, or shall in the future become,
Limited Partners of the Partnership in accordance with the provisions of the
Partnership Agreement (as hereinafter defined).

                                    RECITALS:

      A.    The General Partner and the existing Limited Partners (the General
Partner and the Limited Partners, collectively, referred to herein as the
"Partners") have previously executed and delivered that certain Second Amended
and Restated Agreement of Limited Partnership of FelCor Lodging Limited
Partnership, dated as of December 31, 2001, as amended (as amended, herein
referred to as the "Partnership Agreement"), and the Partnership Agreement
governs the Partnership.

      B.    Pursuant to Sections 1.4 and 4.6 of the Partnership Agreement, the
General Partner is authorized to cause the Partnership to issue Partnership
Securities for any Partnership purpose, at any time or from time to time, to the
Partners or to other persons for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole
discretion.

      C.    The General Partner desires to exercise such authority by amending
the Partnership Agreement as provided herein to establish a new class and series
of Partnership Securities.

                               A G R E E M E N T S

      NOW, THEREFORE, in consideration of the agreements and obligations of the
parties set forth herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

      1.    Amendment of Partnership Agreement. The Partnership Agreement is
hereby amended to add Addendum No. 4 to the Partnership Agreement to create and
provide for the authorization for issuance of a class of the Partnership
Securities designated as the "Series E Cumulative Redeemable Preferred Units,"
having the preferences and relative, participating, optional or other special
rights, powers and duties set forth in such Addendum No. 4. Such Addendum No. 4
shall be in the form of Addendum No. 4 attached to this Seventh Amendment to
Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging
Limited Partnership. The Addendum No. 4 is hereby incorporated into and made a
part of the Partnership Agreement for all purposes.



      2.    Defined Terms; Effect Upon Partnership Agreement. All initially
capitalized terms used without definition herein shall have the meanings set
forth therefor in the Partnership Agreement. Except as expressly amended hereby,
the Partnership Agreement shall remain in full force and effect and each of the
parties hereto hereby reaffirms the terms and provisions thereof.

                             SIGNATURE PAGE FOLLOWS



         IN WITNESS WHEREOF, the General Partner has caused this Amendment to be
duly executed in its respective capacities set forth below as of the date first
set forth above.

                              GENERAL PARTNER:

                              FELCOR LODGING TRUST INCORPORATED,
                              a Maryland corporation

                              By:____________________________________
                              Name: Lawrence D. Robinson

                              Title: Executive Vice President, General Counsel &
                                     Secretary

                              LIMITED PARTNERS (for all the Limited Partners now
                              and hereafter admitted as limited partners of the
                              Partnership, pursuant to the powers of attorney in
                              favor of the General Partner contained in Section
                              1.4 of the Agreement):

                              By: FELCOR LODGING TRUST INCORPORATED,
                                  acting as General Partner and as duly
                                  authorized attorney-in-fact

                              By:____________________________________
                              Name: Lawrence D. Robinson
                              Title: Executive Vice President, General
                                     Counsel & Secretary


                       FELCOR LODGING LIMITED PARTNERSHIP

                  ADDENDUM NO. 4 TO SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                 DESIGNATION OF
                 SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS

      The undersigned General Partner of FelCor Lodging Limited Partnership, a
Delaware limited partnership (the "PARTNERSHIP"), pursuant to the authority
expressly granted to the General Partner by the Second Amended and Restated
Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as
of December 31, 2001, as amended, pursuant to which the Partnership was formed
(the "PARTNERSHIP AGREEMENT"), and in particular Sections 1.4 and 4.6 thereof,
hereby executes and delivers this Addendum No. 4 to the Partnership Agreement
(the "ADDENDUM"), which Addendum is hereby made a part of the Partnership
Agreement for all purposes, to create and provide for the issue of a class of
Partnership Units and to fix the designations, preferences and relative,
participating, optional or other special rights, powers and duties thereof as
follows:

      1.    DESIGNATION OF CLASS. A class of units of the Partnership is hereby
authorized and designated as the "Series E Cumulative Redeemable Preferred
Units" (the "SERIES E PREFERRED UNITS"). The Series E Preferred Units shall have
the preferences and relative, participating, optional or other special rights,
powers and duties that are set forth in this Addendum and, to the extent
permitted by this Addendum, established by the General Partner and set forth in
any amendment to the Partnership Agreement or any amendment or annex to this
Addendum.

      2.    AUTHORIZED NUMBER OF SERIES E PREFERRED UNITS. The authorized number
of Series E Preferred Units shall be 54,000.

      3.    PREFERENCES, RIGHTS, POWERS AND DUTIES.

            3.1   DEFINITIONS. For purposes of the Series E Preferred Units, the
      following terms shall have the meanings indicated:

            "Addendum" shall have the meaning set forth in the preamble hereof.

            "Business Day" shall mean any day other than a Saturday, Sunday or a
      day on which state or federally-chartered banking institutions in Texas or
      New York are not required to be open.

            "Call Date" shall have the meaning set forth in Section 3.4(b)
      hereof.

                                     - 1 -


            "Common Unit" shall mean the units of partnership interest of the
      Partnership not designated as Preferred Units.

            "Common Stock" shall mean the common stock, $0.01 par value per
      share, of the General Partner.

            "Distribution Payment Date" shall mean the last calendar day of
      January, April, July and October, in each year, commencing on July 31,
      2005; PROVIDED, HOWEVER, that if any Distribution Payment Date falls on
      any day other than a Business Day, the distribution payment due on such
      Distribution Payment Date shall be paid on the Business Day immediately
      following such Distribution Payment Date.

            "Distribution Period" shall mean quarterly distribution periods
      commencing February 1, May 1, August 1 and November 1 of each year and
      ending on and including the day preceding the first day of the next
      succeeding Distribution Period (other than the initial Distribution
      Period, which shall commence on April 7, 2005 and end on and include July
      31, 2005).

            "General Partner" shall mean FelCor Lodging Trust Incorporated, a
      Maryland corporation, which is the sole general partner of the
      Partnership.

            "Issue Date" shall mean the date, from time to time, on which the
      Partnership issues a Series E Preferred Unit.

            "Junior Units" shall have the meaning set forth in Section 3.6(c)
      hereof.

            "Parity Units" shall have the meaning set forth in Section 3.6(b)
      hereof.

            "Partnership" shall have the meaning set forth in the preamble
      hereof.

            "Partnership Agreement" shall have the meaning set forth in the
      preamble hereof.

            "Preferred Units" shall mean units of partnership interest of the
      Partnership designated as having certain preferences to the Common Units
      with respect to distributions or upon liquidation of the Partnership.

            "Series C Preferred Stock" shall mean the 8% Series C Cumulative
      Redeemable Preferred Stock, $0.01 par value and $2,500.00 liquidation
      preference per share, of the General Partner.

            "Series E Preferred Units" shall have the meaning set forth in
      Section 1 hereof.

                                     - 2 -


      "set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of dividends or other distribution by the Partnership, the
allocation of funds to be so paid on any series or class of capital units of the
Partnership; PROVIDED, HOWEVER, that if any funds for a class or series of
Junior Units or any class or series of Parity Units are placed in a separate
account of the Partnership or delivered to a disbursing, paying or other similar
agent, then "set apart for payment" with respect to the Series E Preferred Units
shall mean placing such funds in a separate account or delivering such funds to
a disbursing, paying or other similar agent.

      Initially capitalized terms used without definition herein shall have the
meanings set forth therefor in the Partnership Agreement. Other terms defined
herein have the meanings so given them. Whenever the context requires, the
gender of all words used in this Addendum shall include the masculine, feminine
and neuter form of such words, and the singular form shall include the plural
and vice versa.

      3.2 DISTRIBUTIONS.

      (a)   The holders of the Series E Preferred Units shall be entitled to
receive, when, as and if declared by the General Partner out of funds legally
available for that purpose, distributions payable in cash in an amount per
Series E Preferred Unit equal to $200.00 per year. Such distributions shall be
cumulative from the Issue Date of such units, whether or not in any Distribution
Period or Periods there shall be funds of the Partnership legally available for
the payment of such distributions and whether or not such distributions are
authorized, and shall be payable quarterly, when, as and if declared by the
General Partner, in arrears on Distribution Payment Dates, commencing on the
first Distribution Payment Date after the Issue Date. Each such distribution
shall be payable in arrears to the holders of record of the Series E Preferred
Units, as they appear on the records of the Partnership at the close of business
on such record dates, not more than sixty (60) days preceding such Distribution
Payment Dates thereof, as shall be fixed by the General Partner. Accrued and
unpaid distributions for any past Distribution Periods may be declared and paid
at any time, without reference to any regular Distribution Payment Date, to
holders of record on such date, not exceeding forty-five (45) days preceding the
payment date thereof, as may be fixed by the General Partner.

      (b)   The amount of distributions payable for each full Distribution
Period for the Series E Preferred Units shall be computed by dividing the annual
distribution rate by four. The amount of distributions payable for any period
shorter or longer than a full Distribution Period, on the Series E Preferred
Units shall be computed on the basis of a 360-day year consisting of twelve
30-day months. Holders of the Series E Preferred Units shall not be entitled to
any distributions, whether payable in cash, property or units, in excess of
cumulative distributions, as herein provided, on the Series E Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series E Preferred Units that may be
in arrears.

                                     - 3 -


      (c)   So long as any of the Series E Preferred Units are outstanding, no
distributions, except as described in the immediately following sentence, shall
be declared or paid or set apart for payment on any class or series of Parity
Units for any period unless full cumulative distributions have been, or
contemporaneously are, declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series E Preferred Units
for all Distribution Periods terminating on or prior to the Distribution Payment
Date on such class or series of Parity Units. When distributions are not paid in
full or a sum sufficient for such payment is not set apart, as aforesaid, all
distributions declared upon the Series E Preferred Units and all distributions
declared upon any other class or series of Parity Units shall be declared
ratably in proportion to the respective amounts of distributions accumulated and
unpaid on the Series E Preferred Units and accumulated and unpaid on such Parity
Units.

      (d)   So long as any of the Series E Preferred Units are outstanding, no
distributions (other than dividends or distributions paid in units of, or
options, warrants or rights to subscribe for or purchase units of, Junior
Units), shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Units, nor shall Junior Units be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Units made for purposes of an employee incentive or
benefit plan of the Partnership for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any such units) by
the Partnership, directly or indirectly), unless in each case (i) the full
cumulative distributions on all outstanding Series E Preferred Units and any
other Parity Units shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series E Preferred Units and all past
distribution periods with respect to such Parity Units and (ii) sufficient funds
shall have been paid or set apart for the payment of the distribution for the
current Distribution Period with respect to the Series E Preferred Units and the
current Distribution Period with respect to such Parity Units.

      3.3 LIQUIDATION PREFERENCE.

      (a)   In the event of any liquidation, dissolution or winding up of the
Partnership, whether voluntary or involuntary, before any payment or
distribution of the assets of the Partnership (whether capital or surplus) shall
be made to or set apart for the holders of Junior Units, the holders of the
Series E Preferred Units shall be entitled to receive two thousand five hundred
dollars ($2,500.00) per Series E Preferred Unit plus an amount equal to all
distributions (whether or not earned or declared) accrued and unpaid thereon to
the date of final distribution to such holders, but such holders shall not be
entitled to any further payment. If, upon any liquidation, dissolution or
winding up of the Partnership, the assets of the Partnership, or proceeds
thereof, distributable among the holders of the Series E Preferred Units shall
be insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other class or series of Parity Units, then such assets, or the
proceeds thereof, shall be distributed among the holders of the Series E
Preferred Units and any such other Parity Units ratably in accordance with the
respective amounts that would be payable on such Series E Preferred Units and
any such other Parity Units if all amounts payable thereon were paid in full.
For the purposes of this Section 3.3, (i) a consolidation or merger of the
Partnership with one or more

                                     - 4 -


Persons, (ii) a sale or transfer of all or substantially all of the assets of
the Partnership, or (iii) a statutory exchange of units shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Partnership.

      (b)   Subject to the rights of the holders of any series or class or
classes of Parity Units, after payment shall have been made in full to the
holders of the Series E Preferred Units, as provided in this Section 3.3, any
other series or class or classes of Junior Units shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the holders
of the Series E Preferred Units shall not be entitled to share therein.

      3.4 REDEMPTION.

      (a)   The Series E Preferred Units shall be redeemable by the Partnership
solely when, as, and if any share of the Series C Preferred Stock is redeemed by
the General Partner and in the same proportion as shares of the Series C
Preferred Stock are redeemed by the General Partner so that the number of Series
E Preferred Units remaining unredeemed shall be the same as, and at all times
equal to, the number of shares of Series C Preferred Stock remaining unredeemed.
The Series C Preferred Stock is not redeemable by the General Partner prior to
April 7, 2010, and, therefore, the Series E Preferred Units shall not be
redeemable by the Partnership prior to such date.

      (b)   Upon redemption of the Series E Preferred Units by the Partnership
on the date specified in the notice to holders required under subparagraph (d)
of this Section 3.4 (the "CALL DATE"), each Series E Preferred Unit called for
redemption shall be redeemed in cash at a price per unit equal to $2,500.00 per
unit, plus all accrued and unpaid distributions thereon to the Call Date,
without interest, to the extent that the Partnership has funds legally available
therefor. The redemption price of the Series E Preferred Units may be paid from
any source. Distributions payable on the Series E Preferred Units for any period
greater or less than a full dividend period will be computed on the basis of a
360-day year consisting of twelve 30-day months.

      (c)   If full cumulative distributions on the Series E Preferred Units and
any other class or series of Parity Units have not been paid, or declared and
set apart for payment, the Series E Preferred Units may not be redeemed in part
and the Partnership may not purchase or acquire Series E Preferred Units,
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of Series E Preferred Units.

      (d)   If the Partnership shall redeem Series E Preferred Units pursuant to
this Section 3.4, notice of such redemption shall be given to the record holders
of the Series E Preferred Units called for redemption as soon as practicable
after notice of redemption of the Series C Preferred Stock is given by the
General Partner.

                                     - 5 -


      From and after the Call Date (unless the Partnership shall fail to make
available the amount of cash necessary to effect such redemption), (i) except as
otherwise provided herein, distributions on the Series E Preferred Units so
called for redemption shall cease to accrue, (ii) such units shall no longer be
deemed to be outstanding, and (iii) all rights of the holders thereof as holders
of Series E Preferred Units shall cease (except the rights to receive the cash
payable upon such redemption, without interest thereon, upon surrender and
endorsement of their certificates).

      As promptly as practicable after the surrender in accordance with such
notice of the certificates for any such units so redeemed (properly endorsed or
assigned for transfer, if the Partnership shall so require and if the notice
shall so state), such units shall be exchanged for cash (without interest
thereon) for which such units have been redeemed. If fewer than all the
outstanding Series E Preferred Units are to be redeemed, units to be redeemed
shall be selected by the Partnership from outstanding Series E Preferred Units
not previously called for redemption by lot or pro rata (as nearly as may be) or
by any other method determined by the Partnership in its sole discretion to be
equitable. If fewer than all the Series E Preferred Units represented by any
certificate are redeemed, then new certificates representing the unredeemed
units shall be issued without cost to the holder thereof.

      3.5   CONVERSION. Holders of Series E Preferred Units shall have no
conversion rights.

      3.6   RANKING. Any class or series of units of the Partnership shall be
deemed to rank:

      (a)   prior to the Series E Preferred Units, as to the payment of
distributions and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of distributions or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of Series E Preferred Units;

      (b)   on a parity with the Series E Preferred Units, as to the payment of
distributions and as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the distribution rates, distribution payment dates or
redemption or liquidation prices per unit thereof are different from those of
the Series E Preferred Units, if the holders of such class of units or series
and the Series E Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
distributions per unit or liquidation preferences, without preference or
priority one over the other ("PARITY UNITS"); the Series A Cumulative
Convertible Preferred Units and the Series B Cumulative Redeemable Preferred
Units shall be Parity Units with respect to the Series E Preferred Units; and

      (c)   junior to the Series E Preferred Units, as to the payment of
distributions or as to the distribution of assets upon liquidation, dissolution
or winding up, if such units or series shall be Common Units or if the holders
of the Series E Preferred Units shall be

                                     - 6 -


entitled to receipt of distributions or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of such units or series ("JUNIOR UNITS").

      3.7   RECORD HOLDERS. The Partnership may deem and treat the record holder
of any Series E Preferred Units as the true and lawful owner thereof for all
purposes, and the Partnership shall not be affected by any notice to the
contrary.

                             SIGNATURE PAGE FOLLOWS

                                     - 7 -


      IN WITNESS WHEREOF, the Partnership has caused this Addendum to be
executed by its General Partner, acting through its duly authorized officer, as
of this 7th day of April 2005.

                              FELCOR LODGING LIMITED PARTNERSHIP

                              By: FELCOR LODGING TRUST INCORPORATED, a
                                  Maryland corporation, as its General Partner

                                  By:____________________________________
                                  Name: Lawrence D. Robinson
                                  Title: Executive Vice President,
                                         General Counsel and Secretary

                                     - 8 -

EX-12.1

Exhibit 12.1

FelCor Lodging Trust Incorporated/FelCor Lodging Limited Partnership
Computation of Ratio of Earnings To Fixed Charges and Preferred Distributions

	2000			2001			2002			2003			2004
				(amounts in thousands, except ratios)
Income (loss) from continuing operations		41,942			(51,156	)		(61,021	)		(180,589	)		(111,311	)
Minority interests		5,758			(9,304	)		(6,041	)		(13,912	)		(7,928	)
Equity in income of unconsolidated entities		(14,820	)		(7,346	)		10,127			(2,370	)		(17,121	)
Pre-tax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees		32,880			(67,806	)		(56,935	)		(196,871	)		(136,360	)
Fixed charges:
Interest expense		158,620			159,179			164,368			167,431			152,394
Capitalized interest		1,080			811			775			588			1,489
The sum of interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebetedness		159,700			159,990			165,143			168,019			153,883
Amortization of capitalized interest		1,200			1,269			1,225			819			924
Distributed income of equity investees		25,358			8,132			11,310			8,848			22,831
Interest capitalized		(1,080	)		(811	)		(775	)		(588	)		(1,489	)
Earnings		218,058			100,774			119,968			(19,773	)		39,789
Fixed charges		159,700			159,990			165,143			168,019			153,883
Preferred Distributions		24,682			24,600			26,292			26,908			35,130
Total Fixed Charges and Preferred Distributions		184,382			184,590			191,435			194,927			189,013
Ratio of Earnings to Fixed Charges and		1.2			0.5			0.6			(0.1	)		0.2
Preferred Distributions
Deficiency					83,816			71,467			214,700			149,224

EX-99.1

[FELCOR LODGING TRUST LOGO]      Felcor Lodging Trust Incorporated
                                 545 E. John Carpenter Freeway Suite  1300
                                 Irving, Texas 75062-3933
                                 P 972.444.4900 F 972.444.4949
                                 www.felcor.com NYSE: FCH

For Immediate Release:

          FELCOR ANNOUNCES SALE OF SERIES C PREFERRED STOCK AND PARTIAL
                   REDEMPTION OF ITS SERIES B PREFERRED STOCK

      IRVING, TEXAS...MARCH 8, 2005 - FelCor Lodging Trust Incorporated (NYSE:
FCH), the nation's second largest public hotel real estate investment trust
(REIT), today announced that it has entered into an underwriting agreement to
sell 5.4 million depositary shares, each representing 1/100 of a share of its 8%
Series C Cumulative Redeemable Preferred Stock, at a price to public of $25.00
per depositary share. The public offering of these shares was made pursuant to
an effective shelf registration statement previously filed with the Securities
and Exchange Commission.

      The gross proceeds of the offering of $135 million will be used to redeem
54,000 shares of FelCor's currently outstanding 9% Series B Cumulative
Redeemable Preferred Stock and the corresponding 5,400,000 depositary shares
(CUSIP No. 31430F 40 8) representing the Series B preferred stock being
redeemed. The underwriting discounts and commissions of approximately $4.3
million, and the other offering expenses estimated at $150,000, as well as the
accrued but unpaid dividends on the shares redeemed, will be paid from FelCor's
available cash, rather than from the proceeds of the offering. Morgan Stanley &
Co. Incorporated is the lead manager and bookrunner for the offering with A.G.
Edwards & Sons, Inc. and Deutsche Bank Securities Inc. as co-managers.

      This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale, of these
securities in any state in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state. Offers of the securities may be made only by means of a prospectus
supplement and an accompanying prospectus, copies of which may be obtained from
the offices of Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, NY
10036, Attn: Prospectus Department, Phone: 212-761-8570.

      This press release contains information about a pending transaction, and
there can be no assurance that this transaction will be completed.

      FelCor is the nation's second largest public hotel REIT and the nation's
largest owner of full service, all-suite hotels. FelCor's portfolio is comprised
of 143 hotels, located in 31 states and Canada. FelCor owns 69 full service,
all-suite hotels, and is the largest owner of Embassy Suites Hotels(R) and
Doubletree Guest Suites(R) hotels. FelCor's portfolio also includes 65 hotels in
the upscale and full service segments. FelCor has a current market
capitalization of approximately $3.0 billion. Additional information can be
found on the Company's Web site at www.felcor.com.

      With the exception of historical information, the matters discussed in
this news release include "forward looking statements" within the meaning of the
federal securities laws. Forward looking statements are not guarantees of future
performance. Numerous risks and uncertainties, and the occurrence of future
events, may cause actual results to differ materially from those currently
anticipated. General economic conditions, including the anticipated continuation
of the current economic recovery, the impact of U.S. military involvement in the
Middle East and elsewhere, future acts of terrorism, the impact on the travel
industry of increased security precautions, the availability of capital, the
ability to effect sales of non-strategic hotels at anticipated prices, and
numerous other factors may affect future results, performance and achievements.
Certain of these risks and uncertainties are described in greater detail in our
filings with the Securities and Exchange Commission. Although we believe our
current expectations to be based upon reasonable assumptions, we can give no
assurance that our expectations will be attained or that actual results will not
differ materially.

Contact:

Stephen A. Schafer, Vice President
 of Investor Relations                  (972) 444-4912 sschafer@felcor.com
Monica L. Hildebrand, Vice President
 of Communications                      (972) 444-4917 mhildebrand@felcor.com

                                       ###