THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 19th day of October, 2007 between Richard A. Smith (“Executive”) and FelCor Lodging Trust Incorporated (the “Company”), collectively referred to as the “Parties,” with an “Effective Date” of October 1, 2007.

A. Executive is currently employed by the Company as its President and Chief Executive Officer pursuant to that certain Executive Employment Agreement dated as of February 1, 2006, which has a term expiring February 1, 2008 (the “Existing Agreement”).

B. The Company desires to retain Executive as its President and Chief Executive Officer for a longer term, and Executive desires to continue to serve in such capacity for a longer term, and in connection therewith, the parties desire to terminate and replace the Existing Agreement with this Agreement which sets forth the terms and provisions of such continued employment.

1. Executive’s Position/Duties. During the Term (as defined below) of this Agreement, Executive will be the employed as the President and Chief Executive Officer for the Company, and shall have all of the duties and responsibilities of that position as the Board of Directors of the Company shall from time to time prescribe. Executive’s responsibilities shall be those customarily associated with a President and Chief Executive Officer. Executive shall be considered a key employee of the Company and shall be entitled to all the Company benefits afforded to key employees. Executive acknowledges he will be placed in a position of special trust with the Company, with access to highly sensitive and valuable trade secrets and other confidential information. Executive agrees to dedicate substantially all of his working time (during normal working hours other than during excused absences such as for illness or vacation), skill and attention to the business of the Company, agrees to remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest to, or damages the reputation of, the Company. Notwithstanding the foregoing provisions of this Section 1, the Executive may (i) engage in charitable activities and community affairs, (ii) serve on the boards of a reasonable number of business entities, trade associations and charitable organizations, (iii) accept and fulfill a reasonable number of speaking engagements, and (iv) manage his personal investments and affairs; provided that such activities do not either individually or in the aggregate materially interfere with the performance of his duties hereunder.

2. Term. The initial term of this Agreement and of Executive’s Employment shall be for a period commencing on the Effective Date and ending January 1, 2012 (the “Term”), and, upon expiration of the Term and each renewal period, shall automatically renew for periods

of twelve (12) months each, under the provisions contained herein, unless terminated or unless either party shall deliver notice of non-renewal to the other party not less than six (6) months prior to any termination hereunder. As used herein, the phrase “Term” shall mean the initial Term of employment as well as any renewal terms thereof.

a. Base Salary. During the Term of this Agreement, the Company shall provide Executive with a base salary equal to no less than six hundred thousand dollars ($600,000.00) per year, paid in accordance with the Company’s normal payroll policies (“Base Salary”). Beginning January 1, 2009, the Base Salary shall be subject to upward adjustment each year in an amount equal to no less than the average percentage adjustment provided to all other executive management personnel for such year.

b. Annual Cash Bonuses. For each year ending during the Term of this Agreement, the Company shall provide Executive with a bonus for the year based upon the performance criteria adopted for such year by the Compensation Committee of the Board of Directors. The performance criteria shall be established and the bonus shall be calculated and paid in a manner consistent with the Company’s bonus program applicable to the Company’s most senior executives, but on terms no less favorable to Executive than those provided in this Section 3(b). Such bonus shall include criteria designed to meet three thresholds: base, target and stretch. During the Term, the amount of bonus payable to Executive at each threshold shall be equal to no less than fifty percent (50%) of Base Salary at the base level; one hundred percent (100%) of Base Salary at the target level; and two hundred percent (200%) of Base Salary at the stretch level. In each case, Base Salary shall mean the Base Salary as in effect for the preceding calendar year. In addition, to the extent the Company’s performance shall be at a level between the base and target levels, or between the target and stretch levels, the amount of the bonus payable to Executive shall be prorated to take into account such partial performance between such levels.

c. Annual Equity Bonuses. Additionally, as determined by the Compensation Committee, Executive shall be entitled to receive an additional bonus for the preceding calendar year in the form of an annual grant of restricted stock, calculated and paid in a manner consistent with the Company’s restricted stock bonus program, but on terms no less favorable to Executive than those provided in this Section 3(c). For each year during the Term, the value of the restricted stock bonus payable to Executive shall be equal to no less than two hundred percent (200%) of Executive’s Base Salary in effect for the preceding calendar year. The restricted stock shall be subject to vesting over a four-year period with vesting restrictions on the shares of restricted stock being determined annually by the Compensation Committee of the Board of Directors.

d. Restricted Stock Grant. In addition, upon effectiveness of this Agreement, the Company shall issue to Executive 250,000 shares of restricted common stock of the Company (the “Restricted Stock”). The Restricted Stock shall vest as follows:

(i)

Annual Time Based. Fifty percent (50%) of the shares of Restricted Stock (125,000 shares) shall be subject to annual vesting on January 1 of each year commencing January 1, 2009 in the amounts as follows: 2009 – 10%; 2010 – 15%; 2011 – 25%; and 2012 – 50%, based on Executive remaining as an employee of the Company on each of such dates. For purposes of this Agreement, Executive shall be deemed to be an employee on a date if this Agreement is in effect on such date, notwithstanding any prior notice of non-renewal or termination, so long as Executive is not then in default of any of his obligations hereunder.

(ii)

Annual Performance Based. Fifty percent (50%) of the shares of Restricted Stock (125,000 shares) shall be subject to annual vesting on January 1 of each year commencing January 1, 2009 (each, a “Vesting Date”) in the amount of twenty five percent (25%) of such shares on each Vesting Date, based on Executive remaining as an employee of the Company on each of such dates, and further based on the satisfaction of annual performance criteria adopted for the preceding calendar year by the Compensation Committee of the Board of Directors. The annual performance criteria shall be the same as those adopted for the annual cash bonus program referred to in Section 3(b) and shall include criteria designed to meet three thresholds: base, target and stretch. On each Vesting Date, the total number of shares of Restricted Stock that may vest on such date shall be 31,250 shares, and such shares shall vest on that date based upon achievement at each performance threshold as follow: 10,416 shares at the base level; 20,833 shares at the target level; and 31,250 shares at the stretch level. In addition, to the extent the Company’s performance shall be at a level between the base and target levels, or between the target and stretch levels, the number of shares to vest on such Vesting Date shall be prorated by linear interpolation to take into account such partial performance between such levels. The parties acknowledge that as of each Vesting Date, the measures for the Company’s performance for the preceding calendar year may not be known to the Company or the Compensation Committee. Accordingly, the actual number of shares that shall be determined to have vested on each Vesting Date shall be determined by the Compensation Committee following the issuance of the Company’s audited financial statements for the calendar year, but upon such determination, such shares shall be deemed to be vested as of the Vesting Date. The determination of the Compensation Committee as to the number of shares vested at each Vesting Date shall be conclusive upon all parties hereto.

and shall be eligible to vest on such Vesting Date or any subsequent Vesting Date upon any one of the following conditions:

(A) If the performance of the Company for any prior full calendar year or years during the Term exceeded the stretch criteria for such year, the aggregate amount by which the Company’s actual performance exceeded stretch criteria for any one or more prior calendar years (the “Excess Performance”) shall be available to be added to the Company’s actual performance for the immediate calendar year for which the Deferred Shares otherwise failed to vest. If as a result of the addition of the Excess Performance, the Company’s cumulative performance for the immediate calendar year meets or exceeds the established performance criteria for such year, some or all of the Deferred Shares shall vest as of the current Vesting Date at the level of the established performance criteria for such calendar year. To the extent utilized in this manner, any amount of Excess Performance so utilized shall no longer be available for use in any subsequent calendar year; or

(B) After the application of clause (A) above, to the extent Deferred Shares remain outstanding and unvested, if with respect to the Company’s performance as of a subsequent Vesting Date, the performance of the Company for the immediate calendar year resulted in Excess Performance for the year, the amount of such Excess Performance shall be available to be added to the Company’s actual performance for the preceding calendar year or years for which the Deferred Shares failed to vest. If as a result of the addition of the Excess Performance, the Company’s cumulative performance for the preceding calendar year meets or exceeds the established performance criteria for such year or years, some or all of the Deferred Shares shall vest as of the current Vesting Date at the level of the established performance criteria for such calendar year or years. To the extent utilized in this manner, any amount of Excess Performance so utilized shall no longer be available for use in any subsequent calendar year; or

(C) If, notwithstanding the operating performance of the Company, the “Total Return to Shareholders” (as defined below) of the Company is at least equal to the average Total Return to Shareholders for all Peer Group Companies (as defined below), in that prior calendar year or years shall vest at the target levels for such year or years as of the most recent Vesting Date; and if the Total Return to Shareholders of the Company is at least equal to the 75th percentile of the Total Return to Shareholders for all companies in the Peer Group, then any Deferred Shares for any prior calendar years or years that failed to vest at the stretch level shall vest at the stretch levels for such years or years as of the most recent Vesting Date. For this purpose, “Total Return to Shareholders” shall mean a return over a measurement period beginning January 1, 2008 and ending

on the last trading day of each year of the Term, and utilizing as the starting price, the volume weighted average trading price of the Company’s and each Peer Group Company’s common stock over the last ten (10) trading days of 2007, and utilizing as the ending price, the volume weighted average trading price of the Company’s and each Peer Group Company’s common stock over the last ten (10) trading days of such year, and adding thereto all dividends paid by the Company and each Peer Group Company during such measurement period; and “Peer Group Companies” shall mean Ashford Hospitality Trust, Inc., Diamond Rock Hospitality Company, Equity Inns, Inc., Hospitality Properties Trust, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc., and Sunstone Hotel Investors, Inc., so long as the common stock of such companies is regularly reported on a national securities exchange, and if such stock ceases to be so reported, any replacements or substitutions as shall be approved by Executive and the Compensation Committee; or

(D) If the Compensation Committee or the Board of Directors, in the exercise of their discretion, shall otherwise determine that the Deferred Shares shall vest.

Any Deferred Shares that remain unvested following the determination by the Compensation Committee of the performance measures for the last Vesting Date (January 1, 2012) shall be forfeited as of such last Vesting Date (January 1, 2012), and such shares shall be cancelled and shall cease to be outstanding as of that date.

f. Expenses. The Company shall reimburse Executive for reasonable expenses incurred in the performance of his duties and services hereunder and in furtherance of the business of the Company.

g. Administrative Assistant and Office Space. During the Term, the Company shall continue to provide Executive with his existing level of support staff and office space at the Company’s corporate offices.

4. Termination of Employment. Executive’s employment with the Company may be terminated as follows:

a. Death. In the event of Executive’s death, Executive’s employment will be terminated immediately.

b. Disability. In the event of Executive’s disability, Executive’s employment will be terminated immediately. For purposes of this Agreement, “disability” shall mean that Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

c. Termination by the Company for Cause. The Company shall be entitled to terminate Executive’s employment at any time if it has “Cause,” which shall mean: conviction of a felony or willful gross misconduct that results in a material and demonstrable damage to the business or reputation of the Company; willful refusal by Executive to perform his obligations under this Agreement that is not the result of Executive’s death, disability, physical incapacity or Executive’s termination of the Agreement, and that is not corrected within thirty (30) days following written notice thereof to Executive by the Company, such notice to state with specificity the nature of the willful refusal.

d. Without Cause. Executive may terminate Executive’s employment at any time without cause upon written notice. At any time prior to six (6) months from the expiration of any term of this Agreement, the Company may terminate Executive’s employment without cause upon written notice.

e. Termination by Executive upon Change in Control. Executive and the Company are parties to that certain Amended and Restated Change in Control and Severance Agreement dated as of October 23, 2007 (the “Severance Agreement”) which provides Executive with certain rights upon termination of his employment. The parties hereby acknowledge that the terms and provisions of the Severance Agreement continue in full force and effect and such provisions are hereby incorporated herein and made a part hereof for all purposes. To the extent that any transaction would result in Executive being entitled to exercise rights or receive benefits under either this Agreement or the Severance Agreement, Executive shall be entitled to receive the greater of such rights or benefits, but without duplication.

Executive’s employment at any time upon written notice to the Company of any event constituting “Good Reason” as defined herein. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to Executive of any duties inconsistent with Executive’s status as a senior executive officer of the Company or any substantial reduction in or restriction upon the nature, status or extent of Executive’s responsibilities or authority; (ii) a reduction by the Company in Executive’s annual base salary, as in effect immediately prior to such reduction, except for across-the-board salary reductions similarly affecting all executives of the Company; and (iii) any circumstance constituting “Good Reason” following a “Change in Control of the Company” as those terms are defined in the Severance Agreement; provided, however, that any such termination shall not be treated as termination for Good Reason unless the Executive shall have delivered a written notice to the Company within ninety (90) days of the initial existence of the factual basis for such termination stating his intention to terminate his employment for Good Reason, specifying the factual basis for such termination and affording the Company the opportunity for thirty (30) days thereafter to cure the underlying reason, if any, for such termination. Such termination must occur within a period of time that does not exceed two (2) years from the initial existence of any of the Good Reason conditions specified above.

g. Termination of Executive’s Authority. Executive agrees and acknowledges that, unless otherwise agreed, as of the Effective Date of his termination hereunder, he will have no power to bind the Company, including, but not limited to, the authority to negotiate or enter into any contract or agreement, write any check, negotiate any instrument, or transfer any funds of or on behalf of the Company, and will have no authority to represent that he has the authority or power to bind the Company. Further, Executive also agrees and acknowledges that as of the effective date of his termination of employment hereunder, he will have no relationship with any parent, subsidiary or other affiliated or related entity of the Company.

a. Upon Death or Disability. If Executive’s employment is terminated by reason of death or disability:

(i)

Base Salary and Payment Schedule. The Company shall pay Executive (or in the event of Executive’s death, Executive’s beneficiaries or legal representatives) an amount equal to Executive’s Base Salary otherwise payable through the “Remaining Term of this Agreement” (as defined below) in accordance with the payroll policies of the Company. For all purposes of this Section 5, the “Remaining Term of this Agreement” shall mean the balance of the initial Term of this Agreement if the termination occurs during the initial Term, or through the end of any renewal period if the termination occurs after the initial Term, and in either case, if the termination shall occur within six (6) months from the expiration of the initial Term or any renewal term of this Agreement, and notice of non-renewal of the Agreement has not previously been delivered by the Company, the Remaining Term of the Agreement shall include the next following renewal term.

(iii)

Medical Benefits. Executive (or Executive’s covered dependents, as applicable) shall be eligible for the benefits described in Section 5(c)(iii) to the same extent as if the Company had terminated Executive’s employment without Cause, or Executive had terminated his employment for Good Reason and lost coverage under the Medical Plans on the last day of the month following the date of his death or Disability.

b. Termination by the Company for Cause. Upon the termination of Executive’s employment for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, through the date of Executive’s termination of active employment. Executive shall be entitled only to the restricted stock grant shares that are free from restrictions as of the date of the termination. All stock options, to the extent not theretofore exercised, shall terminate in accordance with the terms of the applicable stock option contract between Executive and the Company, but in no event prior to the 90th day following Executive’s termination of employment.

c. Termination by the Company without Cause or by Executive for Good Reason. If, during the Term of this Agreement, the Company terminates Executive’s employment without Cause, or Executive terminates his employment for Good Reason, the Company will pay to Executive all compensation under this Agreement, at the rate then in effect, through the date of Executive’s termination, and the following paragraphs (i) through (vii) shall apply:

(i)

Base Salary and Payment Schedule. The Company shall pay Executive an amount equal to Executive’s Base Salary otherwise payable through the Remaining Term of this Agreement. Such payment shall be made to Executive in a lump sum on a date not more than five days following the date of Executive’s termination of employment; provided, however, that if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment date with respect to such payment shall be the date that is six months after Executive’s termination of employment to the extent such delay is necessary to avoid tax penalties and interest under Section 409A.

(ii)

Equity Vests. In addition, Executive shall be entitled to the acceleration and immediate release of all restrictions from any remaining shares of the restricted stock that are subject to restrictions as of the date of termination, and Executive shall be entitled to exercise the vested portion of Executive’s stock options and the acceleration and immediate vesting of any other unvested stock options. Executive shall be entitled to exercise all

unexercised stock options for a period equal to the lesser of (A) two (2) years from the date of such termination without Cause or for Good Reason, and (B) the remaining original terms of such stock option.

(iii)

Medical Benefits. The Company shall continue to provide to Executive (and his dependents) medical and dental plan (collectively, “Medical Plan”) benefits for the Remaining Term of this Agreement (“Initial Period”), and at the conclusion of such Initial Period, for the period during which he (or his spouse or dependents) would have had continuation coverage under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Executive had terminated employment and lost coverage under the Medical Plan on the last day of the Initial Period, unless and until Executive is otherwise covered by another group health plan (“Medical Coverage Period”).

Coverage will be provided at the applicable rate Executive would pay under the Company group health plan if he continued to be employed. Coverage will be provided under the terms of the Company sponsored Medical Plan for the maximum period for which coverage is available under the terms of such plan, at the same coverage for Executive and his family under the Company’s group health plan as is provided by the coverage which exists immediately before the date of termination. During the Medical Coverage Period during which the Company remains obligated to provide coverage to Executive and his family, if such Medical Plan coverage is not available under the terms of the Company’s group health plan, or if the Company’s group health plan is self insured and the benefits thereunder would be discriminatory (resulting in taxation under Section 105(h) of the Code), in lieu of coverage under the Company’s group health plan the Company will provide to Executive and will pay any additional cost of an individual insurance policy that provides benefits coverage that in the aggregate is substantially similar to the level of benefits provided under the Company’s group health plan. Executive acknowledges and agrees that it may not be practicable to obtain an individual insurance policy that provides coverage that is identical to the level of benefits provided under the Company’s group health plan and Executive and the Company agree to reasonably cooperate in good faith to determine the amount necessary to obtain and maintain any individual health insurance policy that may be required to provide substantially similar benefits coverage.

(v)

Obligations of Executive. All obligations relating to agreements of the Executive not to compete with the Company, any affiliate of the Company or the business of the Company and obligations relating to agreements of Executive not to solicit customers of the Company or employees of the Company shall not be affected by Executive’s termination, regardless of the reason.

d. Expiration of Term. Unless Executive’s service is terminated prior to the end of the Term, upon expiration of the Term, Executive’s stock options and restricted stock grant shares, including those granted pursuant to this Agreement, shall be treated as follows:

(i)

If Executive continues to serve the Company in any capacity following the expiration of the Term, all unvested stock options shall continue to vest and the restrictions shall continue to be removed from the restricted stock grant shares as provided in this Agreement and as pursuant to the applicable restricted stock and stock option plan.

(ii)

If Executive ceases to serve the Company in any capacity at any time following expiration of the Term, then, at the time Executive ceases to serve, all unvested stock options shall immediately vest and all restrictions shall be removed from the restricted stock grant shares. In such event, Executive shall be entitled to exercise the stock options at any time prior to the expiration date of the stock option term notwithstanding anything to the contrary in the applicable restricted stock and stock option plan or in this Agreement.

6. Return of Company Property. Executive acknowledges that all memoranda, notes, correspondence, databases, discs, records, reports, manuals, books, papers, letters, CD Roms, keys, passwords and access codes, client/customer/vendor/supplier profile data, contracts, orders, and lists, software programs, information and records, and other documentation (whether in draft or final form) relating to the Company's business, and any and all other documents containing Confidential Information furnished to Executive by any representative of the Company or otherwise acquired or developed by him in connection with his association with the Company (collectively, “Recipient Materials”) shall at all times be the property of the Company. Within twenty-four (24) hours of the termination of his relationship with the Company, Executive promises to return to the Company any Recipient Materials that are in his possession, custody or control, regardless of whether such Materials are located in Executive’s office, automobile, or home or on Executive’s business or personal computers. Executive also shall authorize and permit the Company to inspect all computer drives used or maintained by Executive during his employment or consulting at the Company and, if necessary, to permit the Company to delete any Recipient Materials or Proprietary Information contained on such drives.

7. Protective Covenants. Executive agrees that the following covenants are reasonable and necessary agreement for the protection of the business interests covered in the fully enforceable, ancillary agreements set forth in this Agreement:

a. Definitions. The following capitalized terms used in this Section 7 shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms: “Confidential Information” means any confidential or proprietary information possessed by the Company without limitation, any confidential “know-how,” customer lists, details of client and consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or plans, computer software programs (including object code and source code), data and documentation, data base technologies, systems, structures and architectures, inventions and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans, new personnel acquisition plans and any other information that would constitute a trade secret under the common law or statutory law of the State of Texas.

“Person” means any individual or any corporation, partnership, joint venture, association or other entity or enterprise.

“Protected Employees” means employees of the Company or its affiliated companies who are employed by the Company or its affiliated companies at any time within six (6) months prior to the date of termination of Executive for any reason whatsoever or any earlier date (during the Restricted Period) of an alleged breach of the Restrictive Covenants by Executive.

“Restricted Period” means the period of Executive's employment by the Company plus a period extending two (2) years from the date of termination of employment; provided, however, the Restricted Period shall be extended for a period equal to the time during which Executive is in breach of his obligations to the Company under this Section 7.

“Restrictive Covenants” means the restrictive covenants contained in Section 7(b) hereof:

(i)

Restriction on Disclosure and Use of Confidential Information. Executive understands and agrees that the Confidential Information constitutes a valuable asset of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that, except as may be required for the discharge his duties as an officer of the Company, Executive shall not, directly or indirectly, at any time during the Restricted Period or thereafter, reveal, divulge or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, at any time during the Restricted Period or thereafter,

directly or indirectly, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices,

(ii)

Non-solicitation of Protected Employees. Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person solicit any Protected Employee to terminate his or her employment with the Company.

(iii)

Non-interference with Company Opportunities. Executive understands and agrees that all business opportunities with which he is involved during his employment with the Company constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period or thereafter, Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person, interfere with, solicit, pursue, or in any way make use of any such business opportunities.

c. Exceptions from Disclosure Restrictions. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal or administrative process; provided, however, that in the event disclosure is required by law, court order or legal or administrative process, Executive shall, to the extent practicable under the circumstances, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The rights referred to herein shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.

(ii)

Severability of Covenant. Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in all respects. If any court determines that any Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

e. Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should Executive later challenge any provision as unclear, unenforceable or inapplicable to any competitive activity that Executives intends to engage in, Executive will first notify Company in writing and meet with a Company representative and a neutral mediator (if Company elects to retain one at its expense) to discuss resolution of any disputes between the parties. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Competing Business or engages in other activity that could foreseeably fall within a questioned restriction. The failure to comply with this requirement shall waive Executive’s right to challenge the reasonable scope, clarity, applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if the Early Resolution Conference requirement is complied with even if no agreement is reached in the conference.

8. Indemnification. The Company shall indemnify the Executive to the fullest extent provided under the Company’s Certificate of Incorporation and By-Laws, on the same terms and conditions as such indemnification is generally provided to the members of the Board, in the event that he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that the Executive is or was a director, officer, employee or agent of the Company or any of its affiliates. Expenses incurred by the Executive in defending any such claim, action, suit or proceeding shall accordingly be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section 8.

9. Merger or Acquisition Disposition and Assignment. In the event the Company should consolidate, or merge into another entity, or transfer all or substantially all of its assets or operations to another Person, or divide its assets or operations among a number of entities,

subject to the rights of Executive under the Severance Agreement, this Agreement shall continue in full force and effect with regard to the surviving entity and may be assigned by the Company if necessary to achieve this purpose. Executive’s obligations under this Agreement are personal in nature and may not be assigned by Executive to another Person.

10. Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested, or by express mail addressed to the address indicated under the signature block for that party provided below. Either party may designate a different address by providing written notice of a new address to the other party.

11. Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained herein.

12. Waiver, Construction and Modification. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. This Agreement may not be modified, altered or amended except by written agreement of all the parties hereto.

13. Governing Law and Venue. It is the intention of the parties that the laws of the State of Texas should govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto without regard to any contrary conflicts of laws principles. It is stipulated that Texas has a compelling state interest in the subject matter of this Agreement, and that Executive has or will have regular contact with Texas in the performance of this Agreement. The agreed upon venue and personal jurisdiction for the parties on any claims or disputes under this Agreement is Dallas County, Texas.

14. Representations of Executive. Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that would prevent him from accepting, retaining and/or engaging in full employment with the Company, or which Executive could violate in the ordinary course of his duties for the Company. Further, Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that are inconsistent with those contained in this Agreement, and that he will not use, disclose, or otherwise rely upon any confidential information or trade secrets derived from any previous employment, if Executive has any, in the performance of his duties on behalf of the Company. Further, Executive acknowledges that he has read and is fully familiar with the terms of this Agreement, has had a reasonable opportunity to consider this Agreement and to seek legal counsel, and after such review, Executive stipulates that the promises made by him in this Agreement are not greater than necessary for the protection of the Company’s good will and other legitimate business interests and do not create undue hardship for Executive or the public.

15. Complete Agreement. This Agreement and the Severance Agreement contain the complete agreement and understanding concerning the employment arrangement between the parties and will supersede all other agreements, understandings or commitments between the parties as to such subject matter, including the Existing Agreement. The parties agree that neither of them has made any representations concerning the subject matter of this Agreement except such representations as are specifically set forth herein. The parties agree that, except as specifically contemplated by this Agreement, and except for any outstanding restricted stock and stock option contracts between Executive and the Company, this Agreement and the Severance Agreement supersede any other agreement, plan or arrangement that may now exist that may otherwise apply to or include the Executive regarding employment, compensation, bonus, severance or retention benefits, including the Existing Agreement, that any such agreements, plans or arrangements, including the Existing Agreement, are hereby terminated with respect to Executive and that none of the Company nor any affiliate of the Company will have any liability or obligation to Executive, his heirs, successors or beneficiaries with respect to the existence or termination of any such agreements, plans or arrangements, notwithstanding the terms of any of them.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. It is specifically agreed that upon the occurrence of any of the events specified in Section 4(e), the provisions of this Agreement shall be binding upon and inure to the benefit of and be assumed by any surviving or resulting Person or any such Person to which such assets shall be transferred.

17. Executive’s Duty of Cooperation. Executive agrees that both prior to and following the termination of his employment hereunder, he will provide all cooperation and/or assistance as is deemed necessary by the Company for any matters, proceedings or issues the Company may face, and will with and assist the Company and its employee in affecting an orderly transition of all functions, duties and responsibilities of Executive to one or more other employees of the Company, as the Company shall reasonably request.

18. Effectiveness. This Agreement shall become effective as of the Effective Date upon the later of (i) the execution hereof by all parties and (ii) the approval hereof by the Board of Directors of the Company.

	s/Richard A. Smith
Name:	Richard A. Smith
Address:	c/o	FelCor Lodging Trust Incorporated
		545 East John Carpenter Freeway, Suite 1300
		Irving, TX 75062

	s/Thomas J. Corcoran
Name:	Thomas J. Corcoran, Chairman of the Board
Address:	c/o	FelCor Lodging Trust Incorporated
		545 East John Carpenter Freeway, Suite 1300
		Irving, TX 75062