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