<PAGE>

                                                                     EXHIBIT 4.1

                        INTERSTATE HOTELS & RESORTS, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                              Amended and Restated
                         Effective as of January 1, 2004

<PAGE>

                        INTERSTATE HOTELS & RESORTS, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                              Amended and Restated
                         Effective as of January 1, 2004

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
                                                  ARTICLE I
                                                 DEFINITIONS

1.1      ACCOUNT........................................................................................    1
1.2      BASE COMPENSATION..............................................................................    1
1.3      BASE COMPENSATION DEFERRALS....................................................................    1
1.4      BENEFICIARY....................................................................................    1
1.5      BOARD..........................................................................................    1
1.6      CHANGE IN CONTROL..............................................................................    2
1.7      CHIEF EXECUTIVE OFFICER........................................................................    2
1.8      CODE...........................................................................................    2
1.9      COMMITTEE......................................................................................    2
1.10     COMPENSATION...................................................................................    2
1.11     COMPENSATION DEFERRAL ACCOUNT..................................................................    2
1.12     COMPENSATION DEFERRALS.........................................................................    2
1.13     DESIGNATION DATE...............................................................................    2
1.14     DISABILITY.....................................................................................    3
1.15     EFFECTIVE DATE.................................................................................    3
1.16     ELIGIBLE INDIVIDUAL............................................................................    3
1.17     EMPLOYER.......................................................................................    3
1.18     EMPLOYER CONTRIBUTION CREDIT ACCOUNT...........................................................    3
1.19     EMPLOYER CONTRIBUTION CREDITS..................................................................    3
1.20     ENTRY DATE.....................................................................................    3
1.21     PARTICIPANT....................................................................................    3
1.22     PARTICIPANT ENROLLMENT AND ELECTION FORM.......................................................    3
1.23     PLAN...........................................................................................    4
1.24     PLAN SPONSOR...................................................................................    4
1.25     PLAN YEAR......................................................................................    4
1.26     QUALIFIED PLAN.................................................................................    4
1.27     RETIREMENT.....................................................................................    4
1.28     TRUST..........................................................................................    4
1.29     TRUSTEE........................................................................................    4
1.30     VALUATION DATE.................................................................................    4
</TABLE>

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<TABLE>
<S>                                                                                                        <C>
                                                 ARTICLE II
                                        ELIGIBILITY AND PARTICIPATION

2.1      REQUIREMENTS...................................................................................    4
2.2      RE-EMPLOYMENT/BOARD MEMBERSHIP.................................................................    5
2.3      CHANGE OF EMPLOYMENT CATEGORY..................................................................    5

                                                 ARTICLE III
                                          CONTRIBUTIONS AND CREDITS

3.1      EMPLOYER CONTRIBUTION CREDITS..................................................................    5
3.2      PARTICIPANT COMPENSATION DEFERRALS.............................................................    6
3.3      CONTRIBUTIONS TO THE TRUST.....................................................................    7

                                                 ARTICLE IV
                                             ALLOCATION OF FUNDS

4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS............................................    7
4.2      ACCOUNTING FOR DISTRIBUTIONS...................................................................    7
4.3      SEPARATE BOOKKEEPING ACCOUNTS..................................................................    7
4.4      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS...................................................    8
4.5      PAYMENT OF TAXES AND EXPENSES..................................................................    9

                                                  ARTICLE V
                                           ENTITLEMENT TO BENEFITS

5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT/BOARD MEMBERSHIP................................    9
5.2      HARDSHIP DISTRIBUTIONS.........................................................................   10
5.3      RE-EMPLOYMENT/BOARD MEMBERSHIP OF RECIPIENT....................................................   10
5.4      VESTING........................................................................................   10

                                                 ARTICLE VI
                                          DISTRIBUTION OF BENEFITS

6.1      AMOUNT.........................................................................................   11
6.2      METHOD OF PAYMENT..............................................................................   11
         (a)      Medium of Payment.....................................................................   11
         (b)      Timing and Manner of Payment..........................................................   11
6.3      DEATH OR DISABILITY BENEFITS...................................................................   12
6.4      CHANGE IN CONTROL..............................................................................   12
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                        <C>
                                                 ARTICLE VII
                                       BENEFICIARIES; PARTICIPANT DATA

7.1      DESIGNATION OF BENEFICIARIES...................................................................   12
7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;  INABILITY TO LOCATE
         PARTICIPANTS IES...............................................................................   12

                                                ARTICLE VIII
                                      ADMINISTRATION AND RECORDKEEPING

8.1      ADMINISTRATIVE AND RECORDKEEPING AUTHORITY.....................................................   13
8.2      UNIFORMITY OF DISCRETIONARY ACTS...............................................................   13
8.3      LITIGATION.....................................................................................   13
8.4      CLAIMS PROCEDURE...............................................................................   14

                                                 ARTICLE IX
                                                  AMENDMENT

9.1      RIGHT TO AMEND.................................................................................   16
9.2      AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN........................................   16
9.3      CHANGES IN LAW AFFECTING TAXABILITY............................................................   16

                                                  ARTICLE X
                                                 TERMINATION

10.1     PLAN SPONSOR'S RIGHT TO TERMINATE PLAN.........................................................   17
10.2     AUTOMATIC TERMINATION OF PLAN..................................................................   17
10.3     SUCCESSOR TO PLAN SPONSOR......................................................................   17

                                                 ARTICLE XI
                                                MISCELLANEOUS

11.1     LIMITATIONS ON LIABILITY OF PLAN SPONSOR AND EMPLOYER..........................................   17
11.2     CONSTRUCTION...................................................................................   17
11.3     SPENDTHRIFT PROVISION..........................................................................   18

                                                 ARTICLE XII
                                                  THE TRUST

12.1     ESTABLISHMENT OF TRUST.........................................................................   18
</TABLE>

                                       iii

<PAGE>

                        INTERSTATE HOTELS & RESORTS, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                              Amended and Restated
                         Effective as of January 1, 2004

                                    RECITALS

         This amended and restated Plan, the Interstate Hotels & Resorts, Inc.
Supplemental Deferred Compensation Plan (the "Plan") is adopted by Interstate
Hotels & Resorts, Inc. (the "Plan Sponsor") for certain of its directors and
certain management employees of Interstate Management Company, LLC (the
"Employer"). The Plan constitutes an amendment and restatement of the Interstate
Hotels & Resorts, Inc. Supplemental Deferred Compensation Plan.

         The purpose of the Plan is to offer participants deferred compensation
benefits taxable under section 451 of the Internal Revenue Code of 1986, as
amended (the "Code") and to supplement such participants' retirement benefits
under the Plan Sponsor's tax-qualified retirement plan and other retirement
programs. The Plan is intended to be a "top-hat plan" (i.e., an unfunded
deferred compensation plan maintained for a select group of management or highly
compensated employees) pursuant to sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

         Accordingly, the following Plan is adopted.

                                    ARTICLE I
                                   DEFINITIONS

         The following terms, as used herein, unless a different meaning is
implied by the context, have the following meaning:

         1.1      ACCOUNT means the balance credited to a Participant's Plan
account, including amounts credited under the Compensation Deferral Account and
the Employer Contribution Credit Account. Said Account shall be determined as of
the date of reference.

         1.2      BASE COMPENSATION means the total cash base compensation of
the Participant for the Plan Year of reference.

         1.3      BASE COMPENSATION DEFERRALS is defined in Section 3.1.

         1.4      BENEFICIARY means any person or persons so designated in
accordance with the provisions of Article VII.

         1.5      BOARD means the Board of Directors of the Plan Sponsor.

                                        1

<PAGE>

         1.6      CHANGE IN CONTROL means a transaction or series of
transactions occurring after the Effective Date, in which (i) any individual,
firm, corporation or other entity, or any group (as defined in Section 13(d)(3)
or the Securities Exchange Act of 1934 (the "Act")), becomes, directly or
indirectly, the beneficial owner (as defined in the general rules and
regulations of the Securities and Exchange Commission with respect to Sections
13(d) and 13(g) of the Act) of more than fifty percent (50%) of the then
outstanding shares of the Plan Sponsor's capital stock entitled to vote
generally in the election of directors of the Plan Sponsor; or (ii) the
stockholders of the Plan Sponsor approve a definitive agreement for (A) the
merger or other business combination of the Plan Sponsor with or into another
corporation pursuant to which the stockholders of the Plan Sponsor do not own,
immediately after the transaction, more than fifty percent (50%) of the voting
power of the corporation that survives and is a publicly owned corporation and
not a subsidiary of another corporation, or (B) the sale, exchange or other
disposition of all or substantially all of the assets of the Plan Sponsor; or
(iii) during any period of two (2) years or less, individuals who at the
beginning of such period constituted the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the stockholders of the Plan Sponsor, of each new director was
approved by a vote of at least seventy-five percent (75%) of the directors then
still in office who were directors at the beginning of the period.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have
taken place if beneficial ownership is acquired by, or a tender exchange offer
is commenced by, the Plan Sponsor or any of its subsidiaries, any profit
sharing, employee ownership or other employee benefit plan of the Plan Sponsor
or any subsidiary of any trustee of or fiduciary with respect to any such plan
when acting in such capacity, or any group comprised solely of such entities.

         1.7      CHIEF EXECUTIVE OFFICER means the Chief Executive Officer of
the Plan Sponsor.

         1.8      CODE means the Internal Revenue Code of 1986 and the
regulations thereunder, as amended from time to time.

         1.9      COMMITTEE means the Compensation Committee of the Board.

         1.10     COMPENSATION means the total current cash remuneration,
including total cash base compensation, total cash bonus compensation, director
retainers and/or meeting fees of the Participant for the Plan Year of reference.
For purposes of the preceding sentence and for all other purposes under the
Plan, bonus shall include both a bonus that would otherwise be payable to the
Participant relating to services performed for the Employer, and an amount that
would otherwise be distributable to the Participant under the Interstate Hotels
& Resorts, Inc. Executive Fund.

         1.11     COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

         1.12     COMPENSATION DEFERRALS is defined in Section 3.2.

         1.13     DESIGNATION DATE means the date or dates as of which a
designation of deemed investment directions by an individual pursuant to Section
4.4 shall become effective. The Designation Dates in any Plan Year include
January 1, April 1, July 1 and October 1.

                                        2

<PAGE>

         1.14     DISABILITY means a disability with respect to which a
Participant qualifies for permanent disability benefits under the Employer's
long-term disability plan, or, if the Participant does not participate in such a
plan or the Employer does not sponsor such a plan or discontinues to sponsor
such a plan, the Participant shall be considered disabled if he or she qualifies
for and receives Social Security disability benefits.

         1.15     EFFECTIVE DATE means the effective date of this amendment and
restatement of the Plan, which shall be January 1, 2004.

         1.16     ELIGIBLE INDIVIDUAL means, for any Plan Year (or applicable
portion thereof), any individual who is not employed by the Employer but is a
member of the Board, any individual who is employed by the Employer in a Vice
President or more senior position, or any individual employed by the Employer
who is determined by the Plan Sponsor to be a member of a select group of
management or highly compensated employees of the Employer (within the meaning
of ERISA), and who is designated by the Chief Executive Officer to be an
Eligible Individual under the Plan, and (i) whose benefits under the Qualified
Plan are limited due to application of the compensation or nondiscrimination
contribution limits of the Code, and/or (ii) to whom the Plan Sponsor desires to
provide supplemental retirement benefits.

                  By each December 1, the Employer shall notify those
individuals, if any, who will be Eligible Individuals for the next Plan Year. If
the Plan Sponsor determines that an individual first becomes an Eligible
Individual during a Plan Year, the Employer shall notify such individual of that
determination and of the date during the Plan Year on which the individual shall
first become an Eligible Individual.

         1.17     EMPLOYER means Interstate Management Company, LLC and its
successors and assigns unless otherwise herein provided, or any other
corporation or business organization which, with the consent of the Plan Sponsor
or its successors or assigns, assumes the Employer's obligations hereunder, or
any other corporation or business organization which agrees, with the consent of
the Plan Sponsor to become a party to the Plan.

         1.18     EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section
3.1.

         1.19     EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.

         1.20     ENTRY DATE with respect to an individual means the first day
of a pay period following the date on which the individual becomes an Eligible
Individual.

         1.21     PARTICIPANT means any person so designated in accordance with
the provisions of Article II, including, where appropriate according to the
context of the Plan, any former employee or director who is or may become (or
whose Beneficiaries may become) eligible to receive a benefit under the Plan.

         1.22     PARTICIPANT ENROLLMENT AND ELECTION FORM means the form (or
forms) on which a Participant elects to defer Compensation hereunder, on which
the Participant

                                        3

<PAGE>

makes elections concerning the time and manner of payment of amounts
attributable to such election, and on which the Participant makes certain other
designations as required thereon.

         1.23     PLAN means this amended and restated Interstate Hotels &
Resorts, Inc. Supplemental Deferred Compensation Plan, an amendment and
restatement of the MeriStar Hotels & Resorts, Inc. Supplemental Deferred
Compensation Plan, as amended from time to time.

         1.24     PLAN SPONSOR means Interstate Hotels & Resorts, Inc. and its
successors and assigns.

         1.25     PLAN YEAR means the twelve (12) month period ending on the
December 31 of each year during which the Plan is in effect.

         1.26     QUALIFIED PLAN means the Plan Sponsor's tax-qualified 401(k)
plan, as amended from time to time.

         1.27     RETIREMENT means a Participant's termination from the employ
of the Employer upon or after attaining age sixty-five (65).

         1.28     TRUST means the trust fund, if any, established pursuant to
the Plan.

         1.29     TRUSTEE means the trustee named in the agreement establishing
the Trust and such successor and/or additional trustees as may be named pursuant
to the terms of the agreement establishing the Trust.

         1.30     VALUATION DATE means each day of each Plan Year.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         2.1      REQUIREMENTS. Every Eligible Individual on the Effective Date
shall be eligible to become or continue as a Participant on the Effective Date.
Every other Eligible Individual shall be eligible to become a Participant on the
first Entry Date occurring on or after the date on which he or she becomes an
Eligible Individual. No individual shall become a Participant, however, if he or
she is not an Eligible Individual on the date his or her participation is to
begin.

                  Participation in the Compensation Deferral Account portion of
the Plan is voluntary. In order to participate in the Compensation Deferral
Account portion of the Plan, an otherwise Eligible Individual must make written
application in such manner as may be required by Section 3.2 and by the Employer
and must agree to make Compensation Deferrals as provided in Article III.

                  Participation in the Employer Contribution Credit Account
portion of the Plan is automatic for all eligible Participants.

                                        4

<PAGE>

         2.2      RE-EMPLOYMENT/BOARD MEMBERSHIP. If a Participant whose
employment with the Employer (or Board membership, as applicable) is terminated
is subsequently re-employed (or again becomes a Board member), he or she shall
become a Participant in accordance with the provisions of Section 2.1.

         2.3      CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of the Employer (or a member of the Board),
but ceases to be an Eligible Individual, he or she shall not be eligible to make
Compensation Deferrals or to be credited with Employer Contribution Credits
hereunder.

                                   ARTICLE III
                            CONTRIBUTIONS AND CREDITS

         3.1      EMPLOYER CONTRIBUTION CREDITS. There shall be established and
maintained a separate Employer Contribution Credit Account in the name of each
Participant. There shall be established the following two (2) sub-accounts under
a Participant's Employer Contribution Credit Account: (a) the Employer Matching
Contribution Sub-Account; and (b) the Employer Profit Sharing Contribution
Sub-Account. Each such Sub-Account shall be credited or debited, as applicable,
with (a) amounts equal to the Employer's Contribution Credits credited to that
Sub-Account; and (b) amounts equal to any deemed earnings and losses (to the
extent realized, based upon deemed fair market value of the Sub-Account's deemed
assets as determined by the Employer, in its discretion) allocated to that
Sub-Account; and (c) expenses and/or taxes charged to that Sub-Account.

                  Provided a Participant remains in the employ of the Employer
as an employee on the last day of a Plan Year and the Participant has elected to
defer all or a portion of his or her Base Compensation pursuant to Section 3.2
(referred to herein as "Base Compensation Deferrals") with respect to such Plan
Year, Employer Contribution Credits shall be credited to the Participant's
Employer Matching Contribution Sub-Account for such Plan Year in an amount equal
to the excess of (a) one hundred percent (100%) of the Participant's Base
Compensation Deferrals for such Plan Year, but not to exceed such percentage of
the Participant's Base Compensation for such Plan Year as shall be established
in the sole discretion of the Chief Executive Officer (until changed by the
Chief Executive Officer, a four percent (4%) rate shall apply); over (b) the sum
of the matching contributions actually made by the Employer to the Qualified
Plan for such Plan Year.

                  Provided a Participant remains in the employ of the Employer
as an employee on the last day of a Plan Year, Employer Contribution Credits
shall be credited to the Participant's Employer Profit Sharing Contribution
Sub-Account for such Plan Year in an amount (if any) equal to a percentage of
the Participant's combined Employer Matching Contribution Sub-Account credits
and Qualified Plan matching contributions for such Plan Year, which percentage
shall be established in the sole discretion of the Chief Executive Officer and
may vary from Participant to Participant (but may in no event exceed one hundred
fifty percent (150%)).

                  A Participant shall become vested in amounts credited to his
or her Employer Contribution Credit Account as provided in Section 5.4.

                                        5

<PAGE>

         3.2      PARTICIPANT COMPENSATION DEFERRALS. In accordance with rules
established by the Employer, a Participant may elect to defer Compensation which
is due to be earned and which would otherwise be paid to the Participant, in any
percentages designated by the Participant. Amounts so deferred will be
considered a Participant's "Compensation Deferrals." Ordinarily, a Participant
shall make such elections with respect to a coming twelve (12) month Plan Year
during the period beginning on the December 1 and ending on the December 31 of
the prior Plan Year, or during such other period as is established by the
Employer. The Employer shall have the discretion to permit special Compensation
Deferral election periods for bonus deferral elections, provided that any such
elections to defer bonuses are made prior to the date the applicable bonus is
first due to be paid in cash. In addition, with respect to any non-employee
director Participants, the Employer shall have the discretion to permit such
individuals to make Compensation Deferral elections relating to Compensation
which is due to be earned as a non-employee director during such other period of
time as is established by the Employer but in no event may the non-employee
director be permitted to defer Compensation earned by the non-employee director
prior to the date of such election.

                  Compensation Deferrals shall be made through regular payroll
deductions (including, if applicable, deductions of regular cash retainer
payments or payments of meeting fees to a Participant who is a Board member) or
through an election by the Participant to defer the payment of a bonus not yet
payable to him or her at the time of the election. Excepting any special bonus
election period, the Participant may change his or her Compensation Deferral
election once during a Plan Year to increase or decrease his or her other
Compensation Deferrals for that Plan Year, or the Participant may completely
cancel his or her Compensation Deferral election with respect to a Plan Year.
Any such change or cancellation shall be made as of, and by written notice
delivered to the Employer prior to, the beginning of any regular payroll period
(or prior to the date the applicable bonus is first due to be paid), with such
change or cancellation being first effective for Compensation to be earned in
that payroll period (and, in the case of a cancellation, being irrevocable for
the remainder of the Plan Year).

                  Unless so changed or canceled, a Compensation Deferral payroll
deduction election shall continue in force indefinitely, until changed by the
Participant as provided above. Compensation Deferrals shall be deducted by the
Employer from the pay of a deferring Participant and shall be credited to the
Account of the deferring Participant.

                  There shall be established and maintained by the Employer a
separate Compensation Deferral Account in the name of each Participant, to which
shall be credited or debited, as applicable: (a) amounts equal to the
Participant's Compensation Deferrals; (b) amounts equal to any deemed earnings
and losses (to the extent realized, based upon deemed fair market value of the
Account's deemed assets as determined by the Employer in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to that
Account.

                  A Participant shall at all times be one hundred percent (100%)
vested in amounts credited to his or her Compensation Deferral Account, as
provided in Section 5.4.

                                        6

<PAGE>

         3.3      CONTRIBUTIONS TO THE TRUST. Amounts shall be contributed by
the Employer to the Trust maintained under Section 12.1 equal to the amounts
required to be credited to the Participant's Account under Sections 3.1 and 3.2.
The Employer shall contribute the amounts referred to in Section 3.2 to the
Trust as soon as is practicable after the pay periods to which they relate. The
Employer shall contribute the amounts referred to in Section 3.1 to the Trust
within sixty (60) days after the close of the Plan Year to which they relate.

                                   ARTICLE IV
                               ALLOCATION OF FUNDS

         4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Pursuant
to Section 4.4, each Participant shall have the right to direct the Employer as
to how amounts in his or her Plan Account shall be deemed to be invested in the
deemed investment options made available under the Plan. Subject to such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer, prior
to the date on which a direction will become effective, the Participant shall
have the right to direct the Employer as to how amounts in his or her Account
shall be deemed to be invested. The Employer shall direct the Trustee to invest
the account maintained in the Trust on behalf of the Participant pursuant to the
deemed investment directions the Employer properly has received from the
Participant.

                  The value of the Participant's Account shall be equal to the
value of the account maintained under the Trust on behalf of the Participant. As
of each valuation date of the Trust, the Participant's Account will be credited
or debited to reflect the Participant's deemed investments of the Trust. The
Participant's Plan Account will be credited or debited with the increase or
decrease in the realizable net asset value or credited interest, as applicable,
of the designated deemed investments, as follows. As of each Valuation Date, an
amount equal to the net increase or decrease in realizable net asset value or
credited interest, as applicable (as determined by the Trustee), of each deemed
investment option within the Account since the preceding Valuation Date shall be
allocated among all Participants' Accounts deemed to be invested in that
investment option in accordance with the ratio which the portion of the Account
of each Participant which is deemed to be invested within that investment
option, determined as provided herein, bears to the aggregate of all amounts
deemed to be invested within that investment option.

         4.2      ACCOUNTING FOR DISTRIBUTIONS. As of the date of any
distribution hereunder, the distribution made hereunder to a Participant or his
or her Beneficiary or Beneficiaries shall be charged to such Participant's
Account. Such amounts shall be charged on a pro rata basis against the
investment options in which the Participant's Account is deemed to be invested.
Such amounts shall be charged first against any money market, fixed income or
similar fund in which the Participant's Account is deemed to be invested, and
thereafter on a pro rata basis against the investment options in which the
Participant's Account is deemed to be invested.

         4.3      SEPARATE BOOKKEEPING ACCOUNTS. A separate bookkeeping account
under the Plan shall be established and maintained by the Employer to reflect
the Account for each Participant, with bookkeeping sub-accounts to show
separately the Participant's Compensation

                                        7

<PAGE>

Deferral Account and the Participant's Employer Contribution Credit Account.
Each sub-account will separately account for the credits and debits described in
Article III.

         4.4      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer, prior
to and effective for each Designation Date, each Participant may communicate to
the Employer a direction (in accordance with (a), below) as to how his or her
Plan Accounts should be deemed to be invested among such categories of deemed
investments as may be made available by the Employer hereunder. Such direction
shall designate the percentage (in any whole percent multiples) or amount (in
any whole dollar multiples) or amount (in any whole dollar multiples) of each
portion of the Participant's Plan Accounts which is requested to be deemed to be
invested in such categories of deemed investments, and shall be subject to the
following rules:

                  (a)      Any initial or subsequent deemed investment direction
shall be in writing, on a form supplied by and filed with the Employer, and/or,
as required or permitted by the Employer, shall be by oral designation and/or
electronic transmission designation. A designation shall be effective as of the
Designation Date next following the date the direction is received and accepted
by the Employer on which it would be reasonably practicable for the Employer to
effect the designation.

                  (b)      All amounts credited to the Participant's Account
shall be deemed to be invested in accordance with the then effective deemed
investment direction, and as of the Designation Date with respect to any new
deemed investment direction, all or a portion of the Participant's Account at
that date shall be reallocated among the designated deemed investment options
according to the percentages or amounts specified in the new deemed investment
direction unless and until a subsequent deemed investment direction shall be
filed and become effective. An election concerning deemed investment choices
shall continue indefinitely as provided in the Participant's most recent
Participant Enrollment and Election Form, or other form specified by the
Employer.

                  (c)      If the Employer receives an initial or revised deemed
investment direction which it deems to be incomplete, unclear or improper, the
Participant's investment direction then in effect shall remain in effect (or, in
the case of a deficiency in an initial deemed investment direction, the
Participant shall be deemed to have filed no deemed investment direction) until
the next Designation Date, unless the Employer provides for, and permits the
application of, corrective action prior thereto.

                  (d)      If the Employer possesses (or is deemed to possess as
provided in (c), above) at any time directions as to the deemed investment of
less than all of a Participant's Account, the Participant shall be deemed to
have directed that the undesignated portion of the Account be deemed to be
invested in a money market, fixed income or similar fund made available under
the Plan as determined by the Employer in its discretion.

                                        8

<PAGE>

                  (e)      Each Participant hereunder, as a condition to his or
her participation hereunder, agrees to indemnify and hold harmless the Employer
and its agents and representatives from any losses or damages of any kind
relating to the deemed investment of the Participant's Account hereunder.

                  (f)      Each reference in this Section to a Participant shall
be deemed to include, where applicable, a reference to a Beneficiary.

         4.5      PAYMENT OF TAXES AND EXPENSES. Expenses, including Trustee
fees, associated with the administration or operation of the Plan shall be paid
by the Employer, unless, in the discretion of the Employer, the Employer elects
to charge such expenses against the appropriate Participant's Account or
Participants' Accounts. Any taxes (or net operating loss reductions) allocable
to an Account (or portion thereof) maintained under the Plan which arise prior
to the complete distribution of the Account, shall be absorbed by the Employer,
unless, in the discretion of the Employer, the Employer elects to charge such
taxes against the appropriate Participant's Account or Participants' Accounts.

                                    ARTICLE V
                             ENTITLEMENT TO BENEFITS

         5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT/BOARD
MEMBERSHIP. Subject to Section 6.4, on his or her Participant Enrollment and
Election Form, a Participant may select a fixed payment date for the payment or
commencement of payment of his or her vested Account, which will be valued and
payable according to the provisions of Article VI. Such payment dates may be
extended to later dates so long as elections to so extend the dates are made by
the Participant at least six (6) months prior to the date on which the
distribution is to be made or commence. Such payment dates may not be
accelerated.

                  Alternatively, on his or her Participant Enrollment and
Election Form, a Participant may select payment or commencement of payment of
his or her vested Account (or a sub-account thereof) at his or her termination
of employment with the Employer (or, with respect to any non-employee
Participant, upon his or her termination of Board membership). A Participant who
selects payment or commencement of payment of his or her vested Account (or
portions thereof) on a fixed date or dates shall receive payment or commence to
receive payment of his or her vested Account at the earlier of such fixed
payment date or dates (as extended, if applicable) or his or her termination of
employment with the Employer (or, with respect to non-employee Participants,
upon his or her termination of Board membership). Any Participant who is
employed as an employee of the Employer and who also is a director of the Board,
and who ceases his or her employment but retains membership on the Board shall
not be deemed to have terminated employment hereunder.

                  Any fixed payment date elected by a Participant as provided
above must be the January 1 of the third calendar year after the calendar year
in which the election is made.

                  If a Participant does not make an election as provided above
for any particular amounts hereunder, and the Participant terminates employment
with the Employer for any reason (or,

                                        9

<PAGE>

Board membership, as applicable), the Participant's vested Account at the date
of such termination shall be valued and payable at or commencing at such
termination according to the provisions of Article VI.

         5.2      HARDSHIP DISTRIBUTIONS. In the event of financial hardship of
the Participant, as hereinafter defined, the Participant may apply to the
Employer for the distribution of all or any part of his or her vested Account.
The Employer shall consider the circumstances of each such case, and the best
interests of the Participant and his or her family, and shall have the right, in
its sole discretion, if applicable, to allow such distribution, or, if
applicable, to direct a distribution of part of the amount requested, or to
refuse to allow any distribution. Upon a finding of financial hardship, the
Employer shall make the appropriate distribution to the Participant from amounts
held by the Employer in respect of the Participant's vested Account. In no event
shall the aggregate amount of the distribution exceed either the full value of
the Participant's vested Account or the amount determined by the Employer to be
necessary to alleviate the Participant's financial hardship (which financial
hardship may be considered to include any taxes due because of the distribution
occurring because of this Section), and which is not reasonably available from
other resources of the Participant. For purposes of this Section, the value of
the Participant's vested Account shall be determined as of the date of the
distribution.

                  "Financial hardship" means (a) a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in Code section 152(a)) of the
Participant, (b) loss of the Participant's property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, each as determined to exist by
the Employer.

         5.3      RE-EMPLOYMENT/BOARD MEMBERSHIP OF RECIPIENT. If a Participant
receiving installment distributions pursuant to Section 6.2 is re-employed by
the Employer (or again becomes a Board member), the remaining distributions due
to the Participant shall be suspended until such time as the Participant (or his
or her Beneficiary) once again becomes eligible for benefits under Section 5.1
or 5.2, at which time such distribution shall commence, subject to the
limitations and conditions contained in this Plan.

         5.4      VESTING. A Participant shall at all times be one hundred
percent (100%) vested in amounts credited to his or her Compensation Deferral
Account. With respect to amounts credited to a Participant's Employer
Contribution Credit Account, such amounts shall vest according to the following
schedule:

<TABLE>
<CAPTION>
 YEARS OF SERVICE                      VESTED PERCENTAGE
 ----------------                      -----------------
<S>                                    <C>
   Less than 1                                 0%
1 but less than 2                             20%
2 but less than 3                             40%
3 but less than 4                             60%
4 but less than 5                             80%
    5 or more                                100%
</TABLE>

                                       10

<PAGE>

                  For purposes of this Section 5.4, a "year of service" shall
mean (i) any Plan Year during which a Participant is employed by the Employer
(i.e., the Participant is on the Employer's payroll) on a full-time basis for
any full six (6) months and remains employed by the Employer as of the last day
of that Plan Year; and (ii) any calendar year before the Effective Date during
which a Participant was employed by the Employer, Interstate Hotels Corporation,
Continental Design & Supplies Company, LLC, Crossroads Hospitality Company, LLC,
Colony Hotels and Resorts Company or Interstate Hotels Company on a full-time
basis for any full six (6) months and remained employed by that employer as of
the last day of that calendar year. Notwithstanding anything above that may
suggest otherwise, in no event shall more than one (1) year of service be
credited to a Participant with respect to the 2002 calendar year during which
the Plan was established.

                  Notwithstanding the foregoing, if a Participant's employment
is terminated because of death, Disability or Retirement, or if there occurs a
Change in Control, the Participant shall become one hundred percent (100%)
vested in his or her Employer Contribution Credit Account. If a Participant
terminates employment for any other reason, he or she shall become vested in his
or her Employer Contribution Credit Account, if at all, under the vesting
schedule set forth above.

                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS

         6.1      AMOUNT. A Participant (or his or her Beneficiary) shall become
entitled to receive, on or about the date or dates selected by the Participant
on his or her Participant Enrollment and Election Form or, if none, on or about
the date of the Participant's termination of employment (or Board membership, as
applicable) (or earlier as provided in Article V or in Section 6.4), a
distribution in an aggregate amount equal to the Participant's vested Account.
Any payment due hereunder will be paid by the Employer from its general assets
or from the Trust, if any.

         6.2      METHOD OF PAYMENT.

                  (a)      MEDIUM OF PAYMENT. Payments under the Plan shall be
made in cash.

                  (b)      TIMING AND MANNER OF PAYMENT. In the case of
distributions to a Participant or his or her Beneficiary by virtue of an
entitlement pursuant to Section 5.1, an aggregate amount equal to the
Participant's vested Account will be paid by the Employer or the Trust, as
provided by Section 6.1, in a lump sum or in five (5) substantially equal annual
installments (adjusted for gains, losses and expenses), as selected by the
Participant as provided in Article 5. If a Participant fails to designate
properly the manner of payment of the Participant's benefit under the Plan, such
payment will be in a lump sum.

                           If the whole or any part of a payment hereunder by
the Employer is to be in installments, the total to be so paid shall continue to
be deemed to be invested pursuant to Sections 4.1 and 4.4 under such procedures
as the Employer may establish, in which case any deemed income, gain, loss or
expense attributable thereto (as determined by the Employer, in its discretion)
shall be reflected in the installment payments, in such equitable manner as the
Employer shall determine.

                                       11

<PAGE>

         6.3      DEATH OR DISABILITY BENEFITS. If a Participant dies or
experiences a Disability before terminating his or her employment (or Board
membership, as applicable) with the Employer, the entire value of the
Participant's Account shall become fully vested and shall be paid, as provided
in Section 6.2, to the Participant, or, in the case of the death, to the person
or persons designated in accordance with Section 7.1.

                  Upon the death of a Participant after payments hereunder have
begun but before he or she has received all payments to which he or she is
entitled under the Plan, the remaining benefit payments shall be paid to the
person or persons designated in accordance with Section 7.1, in the manner in
which such benefits were payable to the Participant, unless the Employer elects
a more rapid form of distribution.

         6.4      CHANGE IN CONTROL. Notwithstanding anything herein to the
contrary, upon a Change in Control, each Participant shall become entitled to
receive the entire balance of his or her Account in a single lump sum payment on
the thirtieth (30th) day following the Change in Control (or as soon thereafter
as is administratively feasible). Notwithstanding the preceding, the Participant
may irrevocably elect, prior to the end of such thirty (30) day period, to waive
his or her right to receive such Change in Control distribution. If such waiver
election is timely made, the Participant shall receive his or her Account as
previously elected by the Participant.

                                   ARTICLE VII
                         BENEFICIARIES; PARTICIPANT DATA

         7.1      DESIGNATION OF BENEFICIARIES. Each Participant from time to
time may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan upon or
after the Participant's death, and such designation may be changed from time to
time by the Participant by filing a new designation. Each designation will
revoke all prior designations by the same Participant, shall be in the form
prescribed by the Employer, and will be effective only when filed in writing
with the Employer during the Participant's lifetime.

                  In the absence of a valid Beneficiary designation, or if, at
the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any such
benefit payment to the Participant's spouse, if then living, but otherwise to
the Participant's estate.

         7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Employer's records, shall be binding on the
Participant or Beneficiary for all purposes of the Plan. Neither the Trustee nor
the Employer shall be obliged to search for any Participant or Beneficiary
beyond the sending of a registered letter to such last known address. If the
Employer notifies any Participant or Beneficiary that he or she is entitled to
an amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his or her location known to the Employer within three (3) years
thereafter, then, except as otherwise

                                       12

<PAGE>

required by law, if the location of one or more of the next of kin of the
Participant is known to the Employer, the Employer may direct distribution of
such amount to any one or more or all of such next of kin, and in such
proportions as the Employer determines. If the location of none of the foregoing
persons can be determined, the Employer shall have the right to direct that the
amount payable shall be deemed to be a forfeiture and paid to the Employer,
except that the dollar amount of the forfeiture, unadjusted for deemed gains or
losses in the interim, shall be paid by the Employer if a claim for the benefit
subsequently is made by the Participant or the Beneficiary to whom it was
payable. If a benefit payable to an unlocated Participant or Beneficiary is
subject to escheat pursuant to applicable state law, neither the Trustee nor the
Employer shall be liable to any person for any payment made in accordance with
such law.

                                  ARTICLE VIII
                        ADMINISTRATION AND RECORDKEEPING

         8.1      ADMINISTRATIVE AND RECORDKEEPING AUTHORITY. Except as
otherwise specifically provided herein, the Employer shall have the sole
responsibility for and the sole control of the operation, administration and
recordkeeping of the Plan, and shall have the power and authority to take all
action and to make all decisions and interpretations which may be necessary or
appropriate in order to administer and operate the Plan, including, without
limiting the generality of the foregoing, the power, duty and responsibility to:

                  (a)      Resolve and determine all disputes or questions
arising under the Plan, including the power to determine the rights of
Participants and Beneficiaries, and their respective benefits, and to remedy any
ambiguities, inconsistencies or omissions, in the Plan.

                  (b)      Adopt such rules of procedure and regulations as in
its opinion may be necessary for the proper and efficient administration of the
Plan and as are consistent with the Plan.

                  (c)      Implement the Plan in accordance with its terms and
the rules and regulations adopted as above.

                  (d)      Subject to Section 9.1, make determinations
concerning the crediting and distribution of Participants' benefits.

         8.2      UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the
administration or operation of the Plan discretionary actions by the Employer
are required or permitted, such action shall be consistently and uniformly
applied to all persons similarly situated, and no such action shall be taken
which shall discriminate in favor of any particular person or group of persons.

         8.3      LITIGATION. In any action or judicial proceeding affecting the
Plan, it shall be necessary to join as a party only the Plan Sponsor. Except as
may be otherwise required by law, no Participant or Beneficiary shall be
entitled to any notice or service of process, and any final judgment entered in
such action shall be binding on all persons interested in, or claiming under,
the Plan.

         8.4      CLAIMS PROCEDURE. This Section 8.4 is based on final
regulations issued by the

                                       13

<PAGE>

Department of Labor and published in the Federal Register on November 21, 2000
and codified at section 2560.503-1 of the Department of Labor Regulations. If
any provision of this Section 8.4 conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.

                  (a)      INITIAL CLAIM. A Participant or Beneficiary
(hereinafter referred to as a "Claimant") who believes he or she is entitled to
any Plan benefit under this Plan may file a claim with the Employer. The
Employer shall review the claim itself or appoint an individual or an entity to
review the claim.

                           The Claimant shall be notified within ninety (90)
days after the claim is filed whether the claim is allowed or denied, unless the
Claimant receives written notice from the Employer or appointee of the Employer
prior to the end of the ninety (90) day period stating that special
circumstances require an extension of the time for decision, such extension not
to extend beyond the day which is one hundred eighty (180) days after the day
the claim is filed.

                           If the Employer denies a claim, it must provide to
the Claimant, in writing or by electronic communication:

                           (i)      The specific reasons for the denial;

                           (ii)     A reference to the Plan provision upon which
the denial is based;

                           (iii)    A description of any additional information
or material that the Claimant must provide in order to perfect the claim;

                           (iv)     An explanation of why such additional
material or information is necessary;

                           (v)      Notice that the Claimant has a right to
request a review of the claim denial and information on the steps to be taken if
the Claimant wishes to request a review of the claim denial; and

                           (vi)     A statement of the Claimant's right to bring
a civil action under ERISA section 502(a) following a denial on review of the
initial denial.

                  (b)      REVIEW PROCEDURES. A request for review of a denied
claim must be made in writing to the Employer within sixty (60) days after
receiving notice of denial. The decision upon review will be made within sixty
(60) days after the Employer's receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered not later than one hundred twenty (120) days after
receipt of a request for review. A notice of such an extension must be provided
to the Claimant within the initial sixty (60) day period and must explain the
special circumstances and provide an expected date of decision.

                           The reviewer shall afford the Claimant an opportunity
to review and receive,

                                       14

<PAGE>

without charge, all relevant documents, information and records and to submit
issues and comments in writing to the Employer. The reviewer shall take into
account all comments, documents, records and other information submitted by the
Claimant relating to the claim regardless of whether the information was
submitted or considered in the initial benefit determination.

                           Upon completion of its review of an adverse initial
claim determination, the Employer will give the Claimant, in writing or by
electronic notification, a notice containing:

                           (i)      its decision;

                           (ii)     the specific reasons for the decision;

                           (iii)    the relevant Plan provisions on which its
decision is based;

                           (iv)     a statement that the Claimant is entitled to
receive, upon request and without charge, reasonable access to, and copies of,
all documents, records and other information in the Plan's files which is
relevant to the Claimant's claim for benefits;

                           (v)      a statement describing the Claimant's right
to bring an action for judicial review under ERISA section 502(a); and

                           (vi)     if an internal rule, guideline, protocol or
other similar criterion was relied upon in making the adverse determination on
review, a statement that a copy of the rule, guideline, protocol or other
similar criterion will be provided without charge to the Claimant upon request.

                  (c)      CALCULATION OF TIME PERIODS. For purposes of the time
periods specified in this Section, the period of time during which a benefit
determination is required to be made begins at the time a claim is filed in
accordance with the Plan procedures without regard to whether all the
information necessary to make a decision accompanies the claim. If a period of
time is extended due to a Claimant's failure to submit all information
necessary, the period for making the determination shall be tolled from the date
the notification is sent to the Claimant until the date the Claimant responds.

                  (d)      Failure of Plan to Follow Procedures. If the Plan
fails to follow the claims procedures required by this Section, a Claimant shall
be deemed to have exhausted the administrative remedies available under the Plan
and shall be entitled to pursue any available remedy under ERISA section 502(a)
on the basis that the Plan has failed to provide a reasonable claims procedure
that would yield a decision on the merits of the claim.

                                   ARTICLE IX
                                    AMENDMENT

         9.1      RIGHT TO AMEND. The Plan Sponsor, by action of the Committee
or other designee of the Board, shall have the right to amend the Plan at any
time and with respect to any

                                       15

<PAGE>

provisions hereof, and all parties hereto or claiming any interest hereunder
shall be bound by such amendment; provided, however, that no such amendment
shall deprive any Participant or Beneficiary of a right accrued hereunder prior
to the date of the amendment.

         9.2      AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN.
Notwithstanding the provisions of Section 9.1, the Plan may be amended at any
time, retroactively if required, if found necessary, in the opinion of the Plan
Sponsor, in order to ensure that the Plan is characterized as a
non-tax-qualified "top hat" plan of deferred compensation maintained for a
select group of management or highly compensated employees, as described under
ERISA sections 201(2), 301(a)(3) and 401(a)(1) and to conform the Plan and the
Trust to the provisions and requirements of any applicable law (including ERISA
and the Code).

         9.3      CHANGES IN LAW AFFECTING TAXABILITY. This Section shall become
operative upon the enactment of any change in applicable statutory law or the
promulgation by the Internal Revenue Service of a final regulation or other
pronouncement having the force of law, which statutory law, as changed, or final
regulation or pronouncement, as promulgated, would cause any Participant to
include in his or her federal gross income amounts accrued by the Participant
under the Plan on a date (an "Early Taxation Event") prior to the date on which
such amounts are made available to him or her hereunder.

                  (a)      AFFECTED RIGHT OR FEATURE NULLIFIED. Notwithstanding
any other Section of this Plan to the contrary (but subject to subsection (b),
below), as of an Early Taxation Event, the feature or features of this Plan that
would cause the Early Taxation Event shall be null and void, to the extent, and
only to the extent, required to prevent the Participant from being required to
include in his or her federal gross income amounts accrued by the Participant
under the Plan prior to the date on which such amounts are made available to him
or her hereunder. If only a portion of a Participant's Account is impacted by
the change in the law, then only such portion shall be subject to this Section,
with the remainder of the Account not so affected being subject to such rights
and features as if the law were not changed. If the law only impacts
Participants who have a certain status with respect to the Employer, then only
such Participants shall be subject to this Section.

                  (b)      TAX DISTRIBUTION. If an Early Taxation Event is
earlier than the date on which the statute, regulation or pronouncement giving
rise to the Early Taxation Event is enacted or promulgated, as applicable (i.e.,
if the change in the law is retroactive), there shall be distributed to each
Participant, as soon as practicable following such date of enactment or
promulgation, the amounts that became taxable on the Early Taxation Event.

                                    ARTICLE X
                                   TERMINATION

         10.1     PLAN SPONSOR'S RIGHT TO TERMINATE PLAN. The Plan Sponsor
reserves the right, at any time, to terminate the Plan and/or its obligation to
make further credits to Plan Accounts by unanimous action of the Committee or
other designee of the Board; provided, however, that no such termination shall
deprive any Participant or Beneficiary of a right accrued hereunder

                                       16

<PAGE>

prior to the date of termination and provided that, upon termination, the full
amount of each Participant's Plan account(s) shall become immediately
distributable to him or her.

         10.2     AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate
automatically upon the dissolution of the Plan Sponsor or upon the Plan
Sponsor's merger into or consolidation with any other corporation or business
organization which does not specifically adopt and agree to continue the Plan;
provided, however, that no such termination shall deprive any Participant or
Beneficiary of a right accrued hereunder prior to the date of termination and
provided that, upon termination, the full amount of each Participant's Plan
Account shall become immediately distributable to him or her.

         10.3     SUCCESSOR TO PLAN SPONSOR. Any corporation or other business
organization which is a successor to the Plan Sponsor by reason of a
consolidation, merger or purchase of substantially all of the assets of the Plan
Sponsor shall have the right to become a party to the Plan by adopting the same
by resolution of the entity's board of directors or other appropriate governing
body. If, within thirty (30) days from the effective date of such consolidation,
merger or sale of assets, such new entity does not become a party hereto, as
above provided, the Plan shall be terminated automatically, and the provisions
of the foregoing Sections shall become operative.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1     LIMITATIONS ON LIABILITY OF PLAN SPONSOR AND EMPLOYER. Neither
the establishment of the Plan nor any modification hereof, nor the creation of
any account under the Plan, nor the payment of any benefits under the Plan,
shall be construed as giving to any Participant or any other person any legal or
equitable right against the Plan Sponsor or the Employer or any officer or
employee thereof, except as provided by law or by any Plan provision. The Plan
Sponsor and Employer do not in any way guarantee any Participant's Account from
loss or depreciation, whether caused by poor investment performance of a deemed
investment or the inability to realize upon an investment due to an insolvency
affecting an investment vehicle or any other reason. In no event shall the Plan
Sponsor or the Employer, or any successor, employee, officer, director or
stockholder of the Plan Sponsor or the Employer, be liable to any person on
account of any claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions, or for the failure of any
Participant, Beneficiary or other person to be entitled to any particular tax
consequences with respect to the Plan, or any credit or distribution hereunder.

         11.2     CONSTRUCTION. If any provision of the Plan is held to be
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had never been
inserted herein. For all purposes of the Plan, where the context permits, the
singular shall include the plural, and the plural shall include the singular.
Headings of Articles and Sections herein are inserted only for convenience of
reference and are not to be considered in the construction of the Plan. The laws
of Delaware shall govern, control and determine all questions of law arising
with respect to the Plan and the interpretation and validity of its respective
provisions, except where those laws are preempted by the laws of the United
States. Participation under the Plan will not give a

                                       17

<PAGE>

Participant the right to be retained in the service of the Employer nor any
right or claim to any benefit under the Plan unless such right or claim has
specifically accrued hereunder.

                  The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded plan of deferred
compensation, and no provision of this Plan shall be interpreted so as to give
any individual any right in any assets of the Employer which right is greater
than the rights of any general unsecured creditor of the Employer.

         11.3     SPENDTHRIFT PROVISION. No amount payable to a Participant or
any Beneficiary under the Plan will, except as otherwise specifically provided
by law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit hereunder be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the person entitled thereto. Further, (a) the withholding of taxes
from Plan benefit payments, (b) the recovery under the Plan of overpayments of
benefits previously made to a Participant or any Beneficiary, (c) if applicable,
the transfer of benefit rights from the Plan to another plan, or (d) the direct
deposit of Plan benefit payments to an account in a banking institution (if not
actually part of an arrangement constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

                  In the event that a Participant's or any Beneficiary's
benefits hereunder are garnished or attached by order of any court, the Employer
may bring an action for a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid under
the Plan. During the pendency of said action, any benefits that become payable
shall be held as credits to a Participant's or Beneficiary's Account or, if the
Employer prefers, paid into the court as they become payable, to be distributed
by the court to the recipient as it deems proper at the close of said action.

                                   ARTICLE XII
                                    THE TRUST

         12.1     ESTABLISHMENT OF TRUST. The Plan Sponsor may, but need not,
establish the Trust with the Trustee pursuant to such terms and conditions as
are set forth in the Trust agreement to be entered into between the Plan Sponsor
and the Trustee. The Trust is intended to be treated as a "grantor" trust under
the Code and the establishment of the Trust is not intended to cause the
Participant to realize current income on amounts contributed thereto nor to
cause the Plan to be "funded" within the meaning of ERISA, and the Trust shall
be so interpreted.

         IN WITNESS WHEREOF, the Plan Sponsor has caused this amended and
restated Plan to be executed and its seal to be affixed hereto, effective as of
the 1st day of January, 2004.

ATTEST/WITNESS:                        INTERSTATE HOTELS & RESORTS, INC.

                                       18

<PAGE>

_________________________________      By: _______________________________(SEAL)

Print Name:______________________      Print Name: _____________________________

                                       Date: ___________________________________

                                       19