Exhibit 10.27

                                EQUITY INNS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           Effective June 1, 1996 and
                 Amended and Restated Effective December 1, 1999


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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


                                TABLE OF CONTENTS

Section                                                                     Page

PURPOSE.......................................................................1

DEFINITIONS...................................................................1

PARTICIPATION.................................................................7

DEFERRAL ELECTION.............................................................8

EFFECT OF NO ELECTION.........................................................9

DEFERRED CASH BENEFITS........................................................9

DEFERRED STOCK BENEFITS......................................................10

MATCHING BENEFITS............................................................11

INVESTMENT OPTIONS...........................................................12

DISTRIBUTIONS................................................................13

HARDSHIP DISTRIBUTIONS.......................................................15

COMPANY'S OBLIGATION.........................................................16

CONTROL BY PARTICIPANT.......................................................16

CLAIMS AGAINST PARTICIPANT'S BENEFITS........................................16

AMENDMENT OR TERMINATION.....................................................16

ADMINISTRATION...............................................................17

NOTICES......................................................................18

WAIVER.......................................................................18

BINDING NATURE...............................................................18

CONSTRUCTION.................................................................18

EXHIBIT I INVESTMENT OPTIONS.................................................19



                                       (i)


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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


1.       PURPOSE.   The Equity Inns, Inc.  Executive  Deferred Compensation Plan
         (the "Plan") is intended to constitute a deferred compensation plan for
         a select  group of  management and  highly compensated employees of the
         Company and its Affiliates and directors of the Company.


2.       DEFINITIONS.    The following definitions apply to this Plan and to the
         Deferral Election Forms and Beneficiary Designation Forms.

         (a)      Acquiring  Person  means  that a Person,  considered  alone or
                  together with all Control  Affiliates  and  Associates of that
                  Person,  is or becomes  directly or indirectly  the beneficial
                  owner (as  defined in Rule 13d-3  under the  Exchange  Act) of
                  securities  representing  at least twenty percent (20%) of (i)
                  the Company's  then  outstanding  securities  entitled to vote
                  generally in the election of the Board; or (ii) Services' then
                  outstanding  securities  entitled  to  vote  generally  in the
                  election of the Board of Directors of Services.

         (b)      Affiliate  means  (i)  any  entity  that  is  a  member  of  a
                  controlled  group of  corporations  as defined in Code section
                  1563(a), determined without regard to Code sections 1563(a)(4)
                  and 1563(e)(3)(c),  of which the Company is a member according
                  to Code section  414(b);  or (ii) an  unincorporated  trade or
                  business  that is under  common  control  with the  Company as
                  determined according to Code section 414(c).

         (c)      Associate,  with  respect  to any  Person,  is defined in Rule
                  12b-2 of the General Rules and Regulations  under the Exchange
                  Act.  An   Associate   does  not  include  the  Company  or  a
                  majority-owned subsidiary of the Company.

         (d)      Beneficiary  or  Beneficiaries  means a  person or  persons or
                  other entity designated on a Beneficiary Designation Form by a
                  Participant  as  allowed  in  subsection  9(c) of this Plan to
                  receive a  Deferred  Benefit or  Matching Benefit payment.  If
                  there is no  valid  designation by the  Participant, or if the
                  designated  Beneficiary or  Beneficiaries fail to  survive the
                  Participant or  otherwise fail to take the Deferred Benefit or
                  Matching Benefit,  the Participant's  Beneficiary is the first
                  of the following who survives the Participant: a Participant's
                  spouse (the person legally married to the Participant when the
                  Participant dies); the Participant's children in equal shares;
                  and the Participant's estate.

         (e)      Beneficiary  Designation  Form means a form  acceptable to the
                  Committee used by a Participant according to this Plan to name
                  his Beneficiary or Beneficiaries who will receive all Deferred
                  Benefit and Matching  Benefit  payments  under this Plan if he
                  dies.

         (f)      Board means the board of directors of the Company.

         (g)      Cash Bonus,  with respect to a Deferral Year,  means any bonus
                  or other similar payment from the Company or an Affiliate that
                  is (i) paid to an Eligible Employee in

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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  cash, and (ii) is based on the performance of the Company,  an
                  Affiliate,  the Eligible Employee,  or any of them, during the
                  Deferral  Year,  even if paid after the close of the  Deferral
                  Year.

         (h)      Change  of  Control  means  (i)  a  Person  is  or  becomes an
                  Acquiring  Person;  (ii)  holders  of  the  securities  of the
                  Company entitled to vote  thereon approve any agreement with a
                  Person (or, if such approval is not required by applicable law
                  and is not  solicited by the  Company, the  closing of such an
                  agreement)  that  involves  the  transfer  of  at  least fifty
                  percent (50%)  of the Company's total assets on a consolidated
                  basis,  as  reported  in the  Company's consolidated financial
                  statements  filed with the Securities and Exchange Commission;
                  (iii)  holders  of the  securities  of the Company entitled to
                  vote  thereon approve a  transaction  (or, if such approval is
                  not  required by  applicable  law and is not  solicited by the
                  Company, the closing of such  a transaction) pursuant to which
                  the Company will undergo a merger, consolidation, or statutory
                  share  exchange  with  a  Person,  regardless  of  whether the
                  Company is  intended to be the  surviving or  resulting entity
                  after the merger,  consolidation, or statutory share exchange,
                  other than a transaction that results in the voting securities
                  of the  Company  carrying the  right to  vote in  elections of
                  persons  to the  Board  outstanding  immediately  prior to the
                  closing of the transaction continuing to represent  (either by
                  remaining  outstanding  or  by  being  converted  into  voting
                  securities  of the  surviving entity) at least 66 2/3% (sixty-
                  six and two-thirds percent) of the Company's voting securities
                  carrying  the  right  to  vote in  elections of persons to the
                  Company's Board,  or such securities of such surviving entity,
                  outstanding immediately after the closing of such transaction;
                  (iv)   the  Continuing  Directors  cease  for  any  reason  to
                  constitute  a  majority  of  the  Board;  (v)  holders  of the
                  securities  of  the Company entitled to vote thereon approve a
                  plan of  complete  liquidation of the  Company or an agreement
                  for the  sale or  liquidation by the Company of  substantially
                  all  of  the  Company's  assets  (or, if  such approval is not
                  required  by  applicable  law  and  is  not  solicited  by the
                  Company, the commencement  of actions constituting such a plan
                  or the closing of such an agreement); or (vi) the Board adopts
                  a  resolution  to  the  effect  that,  in  its  judgment, as a
                  consequence  of  any  one  or more  transactions  or events or
                  series  of  transactions or  events, a  Change  of  Control of
                  Services or of the Company has effectively occurred. The Board
                  shall be entitled to exercise its sole and absolute discretion
                  in  exercising  its  judgment  and  in  the  adoption  of such
                  resolution, whether or not any such transaction(s) or event(s)
                  might  be  deemed,  individually or  collectively, to  satisfy
                  any of the criteria set forth in subparagraphs (i) through (v)
                  above.

         (i)      Code means the Internal Revenue Code of 1986, as amended.

         (j)      Committee means the Compensation Committee of the Board.

         (k)      Common Stock means the common stock of the Company.


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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN





         (l)      Company means  Equity Inns, Inc. and any successor business by
                  merger, purchase, or otherwise that maintains the Plan.

         (m)      Compensation,  as to an Eligible Employee,  means the Eligible
                  Employee's  aggregate  combined Salary,  Cash Bonus, and Stock
                  Bonus for a Deferral  Year;  and, as to an Eligible  Director,
                  means the  Eligible  Director's  Director  Fees for a Deferral
                  Year.

         (n)      Continuing  Director  means any member of the  Board,  while a
                  member  of the  Board and (i) who was a member of the Board on
                  March 1, 1999 or (ii) whose  nomination for or election to the
                  Board  was  recommended  or  approved  by a  majority  of  the
                  Continuing Directors.

         (o)      Control  Affiliate  with  respect  to  any  Person,  means  an
                  affiliate  as defined in Rule 12b-2 of the  General  Rules and
                  Regulations under the Exchange Act.

         (p)      Control  Change  Date  means  the date on  which a  Change  of
                  Control occurs.  If a Change of Control occurs on account of a
                  series of transactions,  the "Control Change Date" is the date
                  of the last of such transactions.

         (q)      Deferral  Election  Form  means  a  document  governed  by the
                  provisions of sections 4, 9 and 10 of this Plan, including (i)
                  the portion that is the  Distribution  Election  Form and (ii)
                  the related  Beneficiary  Designation Form that applies to all
                  of that Participant's  Deferred Benefits and Matching Benefits
                  under the Plan.

         (r)      Deferral  Year  means a  calendar year for which a Participant
                  has an operative Deferral Election Form.

         (s)      Deferred Account means a  Participant's  Deferred Cash Account
                  and Deferred Stock Account, in the aggregate.

         (t)      Deferred  Benefit means a  Deferred  Cash  Benefit, a Deferred
                  Stock Benefit, or both, as applicable.

         (u)      Deferred  Cash   Account   means   that   bookkeeping   record
                  established  for  each  Participant  solely  for  purposes  of
                  measuring a  Deferred Cash Benefit and not to segregate assets
                  or to  identify  assets that  may or must be used to satisfy a
                  Deferred  Cash  Benefit.   A  Deferred  Cash  Account  will be
                  credited with the Participant's Compensation otherwise payable
                  in cash and deferred according to a Deferral Election Form and
                  section  6  of  this  Plan.   A  Deferred Cash Account will be
                  credited  and  debited  periodically  to  reflect earnings and
                  losses as provided in sections 6, 8 and 9 of this Plan.

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                                                 EQUITY INNS, INC.
                                       EXECUTIVE DEFERRED COMPENSATION PLAN



         (v)      Deferred Cash Benefit means the Deferred  Benefit elected by a
                  Participant  under  section  4 (b) that  results  in  payments
                  governed by sections 6, 9 and 10.

         (w)      Deferred  Stock  Account   means   that   bookkeeping   record
                  established  for  each  Participant  solely for the purpose of
                  measuring a Deferred Stock Benefit and not to segregate assets
                  as to  identify assets  that may or  must be used to satisfy a
                  Deferred  Stock  Benefit.   A  Deferred  Stock Account will be
                  credited  with  (i)  the Participant's  Compensation otherwise
                  payable in  Common Stock,  (ii)  Nonqualified Option Gain, and
                  (iii)  any portion  of a Stock Award, deferred or (in the case
                  of a Stock Award)  forfeited  according to a Deferral Election
                  Form and according to section 7 of this Plan. A Deferred Stock
                  Account will be  credited periodically to  reflect earnings as
                  provided in sections 7 and 9 of this Plan.

         (x)      Deferred Stock Benefit means the Deferred Benefit elected by a
                  Participant  under  section  4(b)  that  results  in  payments
                  governed by sections 7, 9 and 10.

         (y)      Director  Fees means fees payable to an Eligible  Director for
                  service  on the  Board,  whether  payable in cash or stock and
                  whether   denominated  as  meeting  fees,   retainer  fees  or
                  otherwise,  but not including  awards made under the Company's
                  Non- Employee  Director  Compensation  Plan (except for awards
                  made in lieu of cash Director Fees).

         (z)      Disability or Disabled  means that a Participant  is unable to
                  perform the material  duties of his position  with the Company
                  or an Affiliate  on account of a mental or physical  condition
                  or  impairment  as determined by the Committee in its sole and
                  absolute discretion.

         (aa)     Distribution  Election  Form  means  that  part of a  Deferral
                  Election Form used by a Participant  according to this Plan to
                  establish  the  duration  of  deferral  and the  frequency  of
                  payments of a Deferred  Benefit and a Matching  Benefit.  If a
                  Deferred  Benefit  or  Matching  Benefit  has no  Distribution
                  Election  Form  that is  operative  according  to  section  4,
                  distribution of that Deferred  Benefit or Matching  Benefit is
                  governed by section 9.

         (bb)     Dividend Equivalents means amounts equal to the dividends that
                  would have been payable to the  Participant  during a Deferral
                  Year on the number of shares of Common  Stock  credited to the
                  Participant's  Deferred  Stock  Account had those  shares been
                  held by the Participant.

         (cc)     Election Date means the date  established  by this Plan as the
                  date before  which an Eligible  Employee or Eligible  Director
                  must submit a valid  Deferral  Election Form to the Committee.
                  For each  Deferral  Year,  (i) the  Election  Date for  Salary
                  deferral is December 31 of the preceding  calendar year;  (ii)
                  the  Election  Date for Cash Bonus or Stock Bonus  deferral is
                  fifteen days before the end of the period for which

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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  performance  is measured in  determining  the amount of a Cash
                  Bonus or Stock Bonus, or, if earlier,  fifteen days before the
                  amount of Cash Bonus or Stock Bonus is  determined;  (iii) the
                  Election Date for Director Fees deferral is December 31 of the
                  calendar  year  preceding  the year in which the Director Fees
                  are earned;  (iv) the Election Date for any portion of a Stock
                  Award is  December  31 of the year  prior to the year in which
                  such portion is scheduled to become  vested;  (v) the Election
                  Date for Nonqualified Option Gain is the day prior to the date
                  of  exercise  of the Option;  and (vi) the  Election  Date for
                  Dividend Equivalents is December 31 of the calendar year prior
                  to the year in which they will  otherwise be paid  pursuant to
                  section  7(b).  However,  for an  individual  who  becomes  an
                  Eligible Employee or Eligible Director during a Deferral Year,
                  the  Election  Date for Salary or Director Fee deferral is the
                  thirtieth  day  following the date that he becomes an Eligible
                  Employee or  Eligible  Director.  Despite the three  preceding
                  sentences,  the  Committee  may  set an  earlier  date  as the
                  Election   Date  for  any   Deferral   Year  with  respect  to
                  Compensation,  Stock Awards,  Nonqualified Option Gain, and/or
                  Dividend Equivalents.

         (dd)     Eligible  Director  means a member of the  Board who is not an
                  employee of the Company or an Affiliate.

         (ee)     Eligible  Employee  means  an  employee  of the  Company or an
                  Affiliate who is a member of a select group of management or a
                  highly compensated employee (as such terms are used in Section
                  201(2)  of  the  Employee  Retirement  Income  Security Act of
                  1974),  and  who  is  designated  by the  Committee to elect a
                  Deferred  Benefit  under  section  4.   Once  an individual is
                  designated by the Committee to elect a  Deferred Benefit under
                  section  4, such  employee  shall  continue to be an  Eligible
                  Employee until the date he is no longer a member of management
                  or a highly  compensated  employee or  the  date the Committee
                  declares he is no longer entitled to elect a Deferred Benefit.

         (ff)     Exchange  Act  means  the  Securities Exchange Act of 1934, as
                  amended as of January 1, 1990.

         (gg)     Indebtedness, at any date,  means  (a) all indebtedness of the
                  Company for borrowed money, (b) all obligations of the Company
                  for the deferred purchase price of property or services (other
                  than current trade liabilities and other accounts payable, and
                  accrued expenses  incurred in the ordinary  course of business
                  and payable in  accordance with  customary  practices), to the
                  extent such  obligations  constitute indebtedness for purposes
                  of GAAP,  (c) any  other  indebtedness of the Company which is
                  evidenced by a  note,  bond,  debenture or similar instrument,
                  (d)  all obligations of the Company under financing leases and
                  capital leases,  (e) all obligations of the Company in respect
                  of  acceptances  issued or  created for the Company's account,
                  (f)  all   guarantee  obligations of  the  Company,   (g)  all
                  reimbursement obligations of the Company for letters of credit
                  and other contingent liabilities,  (h) all liabilities secured
                  by any lien, mortgage, pledge,  security interest, encumbrance
                  or charge  of  any kind  (collectively, "Liens"),  other  than

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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  Liens for taxes not yet due and payable, on any property owned
                  by the  Company even  though the  Company  has not  assumed or
                  otherwise   become  liable for  the payment  thereof,  (i) any
                  repurchase obligation or liability of the Company with respect
                  to accounts or notes receivable sold by the Company,  and  (j)
                  the Company's pro  rata  share of debt in  any loans where the
                  Company  is liable as general partner.

         (hh)     Investment  Options shall mean the investment options shown on
                  Exhibit I, or otherwise  announced by the Committee  from time
                  to time.

         (ii)     Matching Account means that bookkeeping record established for
                  each  Participant  eligible for a Matching  Benefit solely for
                  the  purpose of  measuring  the  Matching  Benefit  and not to
                  segregate  assets or to  identify  assets  that may or must be
                  used to satisfy a Matching Benefit. A Matching Account will be
                  credited  with  the  Participant's  Matching  Benefit  accrued
                  according to section 8 of this Plan.  A Matching  Account will
                  be credited and debited  periodically to reflect  earnings and
                  losses as provided in sections 8 and 9 of the Plan.

         (jj)     Matching Benefit means the amounts credited to a Participant's
                  Matching Account in accordance with section 8 of the Plan that
                  result in payments governed by sections 8, 9 and 10.

         (kk)     Nonqualified  Option  Gain  means  gain  attributable  to  the
                  exercise of options not intended to qualify  under section 422
                  of the Internal Revenue Code of 1986, as amended,  and granted
                  under the Company's 1994 Stock  Incentive Plan or Non-Employee
                  Director Compensation Plan, stated as a number of whole shares
                  of  Common  Stock,  where  the  option  price  is  paid by the
                  surrender of shares of Common Stock that have been held by the
                  Participant for at least six months.

         (ll)     Participant,  with  respect  to any  Deferral  Year,  means an
                  Eligible Employee or Eligible Director whose Deferral Election
                  Form is operative for that Deferral Year  according to section
                  4 of this Plan.

         (mm)     Person means any  human being, firm, corporation, partnership,
                  or other entity. "Person" also includes any human being, firm,
                  corporation,  partnership,  or  other  entity  as  defined  in
                  sections 13(d)(3) and 14(d)(2) of the Exchange Act.   The term
                  "Person" does not include the Company, Services or any Related
                  Entity,  and  the  term  Person does not include any employee-
                  benefit  plan  maintained  by  the  Company,  Services, or any
                  Related Entity, and any person or entity organized, appointed,
                  or established by the  Company, Services or any Related Entity
                  for  or  pursuant  to the  terms of any such  employee-benefit
                  plan, unless the Board or Services' Board determines that such
                  an  employee-benefit  plan  or  such  perso  or  entity  is  a
                  "Person".

         (nn)     Plan  means  the   Equity  Inns,   Inc.   Executive   Deferred
                  Compensation Plan.


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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



         (oo)     Related  Entity  means any entity that is part of a controlled
                  group of  corporations  or is under  common  control  with the
                  Company  within the  meaning of  Sections  1563(a),  414(b) or
                  414(c) of the Code.

         (pp)     Salary means an Eligible  Employee's  base salary and does not
                  include  bonuses  or other  payments  from the  Company  or an
                  Affiliate that are not made on a regular basis.

         (qq)     Services means Equity Inns Services, Inc.

         (rr)     Stock Award means an award of Common Stock  granted  under the
                  Company's   1994  Stock   Incentive   Plan  or  the  Company's
                  Non-Employee  Director  Compensation Plan (other than an award
                  made in lieu of cash director fees).

         (ss)     Stock Bonus with respect to a Deferral  Year,  means any bonus
                  or other similar payment from the Company or an Affiliate that
                  is (i) paid to an Eligible  Employee in Common Stock, and (ii)
                  is based on the performance of the Company, an Affiliate,  the
                  Eligible  Employee,  or any of them, during the Deferral Year,
                  even if paid after the close of the Deferral Year.

         (tt)     Terminate,  Terminating,  or  Termination,  with  respect to a
                  Participant, mean cessation of an employment relationship with
                  the Company or an Affiliate or of service on the Board whether
                  by death,  Disability,  retirement  or severance for any other
                  reason.  Unless the Committee  determines otherwise in it sole
                  discretion,  Terminate,  Terminating,  or  Termination  do not
                  include  situations where the Participant  becomes employed by
                  the Company or one of its Affiliates.

         (uu)     Total Cost shall mean, as of any date, (i) the sum of the book
                  value under GAAP of all  properties  then owned by the Company
                  plus  (ii)  all  depreciation  on such  properties  previously
                  reflected  on  the  Corporation's   financial   statements  in
                  accordance with GAAP.

         (vv)     Year of Service  means a period of twelve  months'  continuous
                  employment with the Company or an Affiliate, including periods
                  of  employment  prior to the  effective  date of the  Plan.  A
                  single period of simultaneous service with the Company and one
                  or more  Affiliates  shall be  treated  as a single  period of
                  service.

3.       PARTICIPATION.  An Eligible  Employee or  Eligible  Director  becomes a
         Participant  for any Deferral Year by filing a valid Deferral  Election
         Form according to section 4 on or before the  applicable  Election Date
         for that  Deferral  Year,  but only if his  Deferral  Election  Form is
         operative according to section 4.

4.       DEFERRAL ELECTION.  A  deferral  election  is  valid  when  a  Deferral
         Election Form  is  completed, signed by the electing Eligible Employee,
         and received by the  Committee.  Deferral elections are governed by the
         provisions of this section.

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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



         (a)      A  Participant  may elect a Deferred  Benefit for any Deferral
                  Year if he is an Eligible Employee or Eligible Director at the
                  beginning  of  that  Deferral  Year  or  becomes  an  Eligible
                  Employee or Eligible Director during that Deferral Year.

         (b)      Before each  Election  Date for a Deferral Year, each Eligible
                  Employee  and  Eligible  Director  will  be  provided  with  a
                  Deferral  Election  Form  and a  Beneficiary Designation Form.
                  Under  the  Deferral  Election  Form  or  Forms  for  a single
                  Deferral Year, an Eligible Employee may elect on or before the
                  applicable  Election  Date  to  defer   a   portion   of   his
                  Compensation   for  the  Deferral  Year  as  provided  in  the
                  following sentence.  At the time a Salary deferral is elected,
                  a  Participant  may  defer up to 25 percent of  Salary for the
                  Deferral Year,  and at  the time a  Cash Bonus or  Stock Bonus
                  deferral is elected, a  Participant may defer up to 25 percent
                  of  Compensation  for the  Deferral  Year,  less the amount of
                  Salary  deferred  for that  Deferral Year.  Under the Deferral
                  Election Form or Forms for a single Deferral Year, an Eligible
                  Director may elect on or before the  application Election Date
                  to  defer  receipt  of all  or part  of his Director Fees.  In
                  addition,  under  the  Deferral  Election  Form or Forms for a
                  single  Deferral  Year,  an Eligible  Employee or an  Eligible
                  Director my elect on or before the applicable Election Date to
                  forfeit  or  defer  receipt  of all  or part of his  (i) Stock
                  Awards that may vest during the Deferral Year  (specifying the
                  Stock  Award,  and  one  or more  whole  shares subject to the
                  election);  (ii)  Nonqualified  Option  Gain  (specifying  the
                  Option,  and one  or more whole shares of Common stock subject
                  to the election);  or (iii)  Dividend Equivalents that will be
                  payable during the Deferral Year, as provided in section 7(b),
                  absent the deferral election.

         (c)      Each  Distribution  Election  Form  is  part  of  the Deferral
                  Election  Form on  which it appears or to which it states that
                  it is related.   The Committee may allow a Participant to file
                  one  Distribution  Election  Form  for  all  of  his  Deferred
                  Benefits and  Matching Benefits.   In its sole discretion, the
                  Committee  may allow a  Participant to change his Distribution
                  Election  Form or file a  Distribution Election Form after the
                  time he files his initial Deferral Election Form in accordance
                  with section 10(b) and any other procedures established by the
                  Committee,  but  subject  to  the  approval  of  the Board, if
                  required by section 16(a).   The provisions of section 9 apply
                  to any Deferred Benefit or Matching Benefit under this Plan if
                  there  is no  operative  Distribution  Election  Form for that
                  Deferred Benefit or Matching Benefit.

         (d)      If it  does so  before the last  business day of the  Deferral
                  Year, the  Committee may reject any  Deferral Election Form or
                  Distribution  Election  Form or either form, and the Committee
                  is  not  required  to state a  reason for any rejection.   The
                  Committee  may  modify  any  Distribution Election Form at any
                  time  to  the  extent  necessary  to  comply  with any federal
                  securities  laws  or  regulations.  The Committee's rejections
                  must be made on a  uniform  basis  with  respect  to similarly
                  situated  Participants.   If the Committee rejects a  Deferral
                  Election  Form, the  Participant  must  be paid the amounts he
                  would  then  have  been  entitled  to  receive  if  he had not
                  submitted the rejected Deferral Election Form.

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                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN




         (e)      An Eligible  Employee or  Eligible  Director  may not revoke a
                  Deferral  Election Form or a Distribution  Election Form after
                  the  applicable  Election  Date.  Any  revocation  before  the
                  applicable  Election Date is the same as a failure to submit a
                  Deferral  Election Form or a  Distribution  Election Form. Any
                  writing  signed by an Eligible  Employee or Eligible  Director
                  expressing  an intention to revoke his Deferral  Election Form
                  and delivered to the Committee before the close of business on
                  the applicable Election Date is a revocation.

5.       EFFECT OF NO ELECTION.    An Eligible Employee or Eligible Director who
         has not submitted a valid Deferral Election Form to the Committee on or
         before the  applicable  Election Date may not defer any amounts for the
         Deferral  Year under this  Plan.   The  Deferred  Benefit and  Matching
         Benefit of an  Eligible  Employee who submits a valid Deferral Election
         Form but fails  to submit  a valid  Distribution Election Form for that
         Deferred Benefit  or Matching  Benefit  before the  applicable Election
         Date or who  otherwise has no valid Distribution Election Form for that
         Deferred Benefit and Matching Benefit is governed by section 10.

6.       DEFERRED CASH BENEFITS.

         (a)      Deferred  Cash  Benefits will be  credited to a  Deferred Cash
                  Account for each Participant as follows:  (i) Salary deferrals
                  shall be credited to a  Participant's Deferred Cash Account as
                  of the last day  of the payroll  period in which the  deferred
                  Salary would have been paid;  (ii)  deferrals of Director Fees
                  otherwise payable in cash shall be credited to a Participant's
                  Deferred  Cash  Account  as of the day that the  Director Fees
                  would  have  been  paid;  (iii)  Cash Bonus deferrals shall be
                  credited  to a  Participant's  Deferred Account as of the date
                  such  award  would  have  been  paid;  and  (iv)  deferrals of
                  Dividend  Equivalents  shall be  credited  to a  Participant's
                  Deferred  Cash  Account  as  of  the day that the dividends on
                  which  the  amount  of  the  Dividend  Equivalent is based are
                  payable to shareholders.

         (b)      Earnings and losses,  in amounts  determined  under section 9,
                  will be  credited  or  debited  on the last day of each  month
                  based on the Deferred Cash Account  balance on the last day of
                  the preceding  month.  Earnings and losses are accrued through
                  the last day of the month  preceding the month of distribution
                  of a Deferred Cash Benefit.

         (c)      A Participant's Deferred Cash Benefits for all Deferral Years
                  shall be immediately and fully vested.



                                      - 9 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



7.       DEFERRED STOCK BENEFITS.

         (a)      Deferred Benefits attributable to deferred Stock Awards, Stock
                  Bonus,  Director  Fees  otherwise  payable in Common Stock and
                  Nonqualified  Option  Gain  shall  be Deferred Stock Benefits.
                  Deferred  Stock  Benefits will be credited to a Deferred Stock
                  Account  as  follows:   (i)  Stock  Award  deferrals  will  be
                  credited  on  the  day  following  the  Election  Date;   (ii)
                  Nonqualified Option Gain deferrals will be credited on the day
                  following  the date of  exercise of the related Option;  (iii)
                  Director  Fees otherwise payable as  Common Stock and deferred
                  Stock Bonus will be credited to a Participant's Deferred Stock
                  Account as of the day that the  Director  Fees or  Stock Bonus
                  would have been paid.

         (b)      A Deferred Stock Account  shall not be credited with earnings.
                  A cash payment  (referred to herein as "Dividend Equivalents")
                  equal  to  the  dividends   that  would  have  been  paid   to
                  Participant  on the  whole shares of  Common Stock credited to
                  the Deferred  Stock  Account as of any  Common  Stock dividend
                  distribution  date,  had the  Participant  actually  owned the
                  credited shares,  shall be  distributed to Participant on each
                  such   distribution   date.    Notwithstanding  the  preceding
                  sentence, if a  deferral  election  with  respect  to Dividend
                  Equivalents  for a  Deferral Year  has been made in accordance
                  with  Section  6(a),  no distribution of  Dividend Equivalents
                  shall be made for the Deferral Year, and the provisions of the
                  Plan governing Deferred Cash Benefits shall apply.

         (c)      The   portion  of  a  Participant's   Deferred  Stock  Benefit
                  attributable to  Nonqualified Option Gain,  and deferred Stock
                  Bonus and Director Fees are immediately and fully vested.  The
                  portion of a  Deferred  Stock Benefit attributable to deferred
                  Stock Awards  (or a portion thereof) shall become vested as of
                  the  date  the  related  (i)  Stock Award (or portion thereof)
                  would otherwise have become  nonforfeitable and  transferable,
                  provided any conditions for vesting set forth in the Agreement
                  relating to the  stock  Award  are satisfied.  To the extent a
                  Participant  Terminates under  circumstances that do not allow
                  for continued  vesting  or to the extent the Stock Award would
                  otherwise be forfeited  if then held by the Participant,   the
                  unvested portion of Participant's Deferred Stock Account shall
                  be  immediately  forfeited,  and  Participant  shall  have  no
                  further  rights  with  respect to that portion of his Deferred
                  Stock   Account   regardless   of   whether   Participant   is
                  subsequently  reemployed  by  the  Company  or an Affiliate or
                  recommences  service on the Board.   Notwithstanding any other
                  provision  of  this  section   7(c),  a  Participant's  entire
                  Deferred  Stock  Benefit  shall  become  fully  vested  upon a
                  Control  Change  Date except to the extent forfeited under the
                  preceding sentence prior to the Control Change Date.

                                     - 10 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

8.       MATCHING BENEFITS.

         (a)      Matching  Benefits  will  be  credited  only  with  respect to
                  deferrals of Salary and Cash Bonus.  Matching Benefits will be
                  credited to a Matching  Account for a  Participant on the same
                  day as the Deferred  Benefits to which the  Matching  Benefits
                  relate.  Matching  Benefits  with respect to  Salary deferrals
                  will be credited in an amount equal to such  Salary deferrals;
                  provided, however, that  (i) Matching Benefits (without regard
                  to earnings  and losses attributable thereto)  with respect to
                  Salary   deferrals   shall  not  exceed  ten  percent  of  the
                  Participant's  Salary for the  Deferral Year (the "ten percent
                  of Salary limit"),  and (ii) no further Matching Benefits with
                  respect to Salary  deferrals  for the  Deferral  Year shall be
                  made  after  the  ten  percent  of  Salary  limit  is  reached
                  (although  earnings  and  losses   attributable  to   Matching
                  Benefits  will  continue  to  be credited and debited from the
                  Participant's    Matching   Account).    Notwithstanding   the
                  foregoing,  if  Participant's  Salary for the Deferral Year is
                  increased  during  the  Deferral Year,  Matching Contributions
                  will  recommence  on  the  date  next  scheduled for crediting
                  Salary  deferrals  to the  Participant's Deferred Cash Account
                  under subsection  6(a) and shall be made in the same manner as
                  set  forth  in  the  preceding   sentence.    If   Participant
                  Terminates  or  if  his  Salary is reduced during the Deferral
                  Year, the  Committee  shall  determine  within 30 days of such
                  Termination  or  reduction in  Salary  whether, as a result of
                  such  event,  previously  credited  Matching Benefits (without
                  regard  to  earnings  and  losses  attributable  thereto) with
                  respect to  Salary  deferred for the  Deferral Year exceed the
                  ten   percent  of   Salary   limit.    On  the  date  of  such
                  determination,  Matching  Benefits for the  Deferral  Year, as
                  adjusted by earnings and losses attributable thereto,  will be
                  forfeited to the extent necessary to satisfy the  ten  percent
                  of Salary limit.  Matching Benefits with respect to Cash Bonus
                  deferrals will be credited in an amount equal to  ten  percent
                  of such  Cash Bonus deferrals;  provided,  however,  that  the
                  total Matching  Benefit for the  Deferral Year (without regard
                  to earnings and losses attributable thereto)  shall not exceed
                  ten percent of a Participant's Salary and Cash Bonus.

         (b)      Earnings and losses,  in amounts  determined  under section 9,
                  will be  credited  and  debited  on the last day of each month
                  based on the Matching  Account  balance on the last day of the
                  preceding  month.  Earnings and losses are accrued through the
                  end of the  month  preceding  the month of  distribution  of a
                  Matching Benefit.

         (c)      A  Participant  who has completed one Year of Service shall be
                  immediately   and  fully  vested  in  twenty  percent  of  the
                  Participant's  Matching  Benefits for all Deferral Years.  For
                  each additional Year of Service  completed by the Participant,
                  the  Participant  shall be immediately  and fully vested in an
                  additional  twenty  percent  of  the  Participant's   Matching
                  Benefits for all Deferral Years, so that a Participant who has
                  completed five Years of Service shall be immediately and fully
                  vested in one hundred  percent of the  Participant's  Matching
                  Benefits for all Deferral Years.

         (d)      If a Participant  Terminates employment with the Company or an
                  Affiliate  by  reason  of  death,  Disability  or  retirement,
                  Participant's entire Matching Benefit shall be fully

                                     - 11 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  vested upon such  Termination;  provided,  however,  that this
                  sentence  shall  not  apply  to a  Participant  who  is not an
                  Eligible  Employee  at the time of such death,  Disability  or
                  retirement.  If a Participant  Terminates  employment with the
                  Company  or an  Affiliate  for any reason  other  than  death,
                  Disability or retirement,  any portion of his Matching Account
                  that is not then  vested in  accordance  with this  subsection
                  8(d) shall be immediately  forfeited,  and  Participant  shall
                  have no further  rights  with  respect to that  portion of his
                  Matching  Account,   regardless  of  whether   Participant  is
                  subsequently reemployed by the Company or an Affiliate.

         (e)      Notwithstanding   the  foregoing,   a  Participant   shall  be
                  immediately  and fully vested in his  Matching  Account upon a
                  Control  Change Date provided the  Participant  is employed by
                  the Company or an Affiliate on the Control Change Date.

9.       INVESTMENT OPTIONS.

         (a)      The Company has selected the  Investment  Options  shown on in
                  Exhibit I, any of which may be  changed,  modified or deleted,
                  and to which additional  Investment Options may be added, from
                  time to time by the Committee.

         (b)      At the time an Eligible  Employee or  Eligible  Director first
                  becomes a Participant for any  Deferral Year, the  Participant
                  shall choose one of the  Investment  Options,  as permitted on
                  the Participant's  Deferral  Election  Form.   Such Investment
                  Options  will  be  used  as  a  measure  of   the   investment
                  performance of the  Participant's  Deferred  Cash  Account and
                  Matching Account.  To the extent a Participant fails to select
                  an  Investment  Option  for  his  Deferred  Cash  Benefit  and
                  Matching  Benefit on his  Deferral  Election Form, he shall be
                  deemed to have elected an Investment Option yielding  interest
                  based on average three-month  Treasury Bill rates  (equivalent
                  yield, not discount yield) as published by the Federal Reserve
                  Board, or such other default  Investment  Option  announced by
                  the  Committee  for  this  purpose  from  time  to  time.  The
                  applicable   Treasury   Bill  rate  for  each  month  will  be
                  determined on the last business day of the previous month.

         (c)      A  Participant  may  change  the  Investment  Options  for his
                  Deferred  Cash  Account and his Matching Account in accordance
                  with procedures established and at the time or times permitted
                  by the Committee,  but  Participant may not make a change more
                  often than once per calendar quarter.    An election to change
                  an Investment  Option  shall be  made on  forms designated for
                  this purpose  by the  Committee and  shall specify whether the
                  change is  to  apply to  Participant's  entire  Deferred  Cash
                  Account and Matching Account,  or only to future deferrals and
                  Matching  Benefits attributable thereto.   Until a Participant
                  delivers  a new  election  form to  the  Committee,  his prior
                  Investment  Option  selection  shall  control  the  measure of
                  investment  performance  of  his  Deferred  Cash  Account  and
                  Matching Account.



                                                     - 12 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



         (d)      Earnings  and  losses  will  be  credited to or debited from a
                  Participant's  Deferred  Cash Account and his Matching Account
                  as if such  account  balances  were invested in the Investment
                  Options  selected  by  the  Participant  (or if no  Investment
                  Options  were  selected  for  a  portion  of the Participant's
                  accounts,  as if such account balances were invested according
                  to  the last two  sentences of subsection 9(b))  in the manner
                  set forth in the following sentence:   as of the last business
                  day of each month in which any amount remains  credited to the
                  Deferred  Cash  Account  or Matching Account of a Participant,
                  each portion of such  accounts deemed invested in a particular
                  Investment Option shall either be  credited or debited with an
                  amount equal to that determined  by multiplying the balance of
                  such  portion  of  such  account  as  of  the  last day of the
                  preceding  month  by the  return  rate for that  month for the
                  applicable  Investment  Option.   As to the  applicable amount
                  distributed,  the Company  shall cease  crediting and debiting
                  the Participant's  Deferred  Cash  Account or Matching Account
                  with  earnings  and  losses  on  the  last  day  of  the month
                  preceding the date of distribution.

10.      DISTRIBUTIONS.

         (a)      According to a Participant's  Distribution  Election Form, but
                  subject to Plan section 4(d),  a Deferred  Cash  Benefit and a
                  vested Matching Benefit must be distributed in cash. According
                  to a Participant's  Distribution  Election Form but subject to
                  the Company's  1994  Stock  Incentive  Plan  and  Non-Employee
                  Director  Stock  Compensation  Plan,  a vested  Deferred Stock
                  Benefit must be distributed in shares of Common Stock equal to
                  the number of whole  shares  of  Common Stock  credited to the
                  vested portion of Participant's  Deferred Stock Account on the
                  last  day  of  the  month preceding the month of distribution.
                  Cash  will  be  paid  in  lieu of a fractional share of Common
                  Stock credited to the Participant's  Deferred Stock Account on
                  the last day of the month preceding the month of distribution.

         (b)      Except  for   distributions   triggered  by  a   Participant's
                  Disability,  vested  Deferred  Benefits  and  vested  Matching
                  Benefits  will  be paid in a lump sum unless the Participant's
                  Distribution Election Form specifies installment payments over
                  a period  of  up to 15 years.   If permitted on a Distribution
                  Election   Form,   a   Participant   may  elect  one  form  of
                  distribution if the payment of Deferred Benefits  and Matching
                  Benefits begins on  particular dates  or events,  and  another
                  form of distribution if the payment  of Deferred  Benefits and
                  Matching Benefits begins on other dates or events.    With the
                  consent   of  the  Committee,  a  Participant  may  amend  his
                  Distribution  Election  Form  to  change  the  form of benefit
                  payments previously elected, including, without limitation,  a
                  change  in the period over which installments payments will be
                  made, if (i) the amendment is approved by the Committee before
                  the calendar year in which benefit  payments  are scheduled to
                  begin  (or, with respect to  one or more  unpaid installments,
                  before  the   calendar  year  in  which  such  installment  or
                  installments are scheduled to be paid) and  (ii) the change in
                  payment  form  conforms   to  the  requirements  of the  Plan.
                  Earnings and losses will continue to be credited to and

                                     - 13 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  debited  from a  Deferred  Cash  Benefit  or  vested  Matching
                  Benefit  payable in  installments  under  section  9(d) on the
                  unpaid balance of a Deferred Cash Account or Matching Account.

                  If a  Participant  Terminates  as a result of his  Disability,
                  Deferred Benefits and vested Matching Benefits will be paid to
                  such  Participant in installment  payments over a period of 10
                  years  commencing  on the date his  Disability is certified by
                  the Committee  unless the Committee,  in its sole  discretion,
                  approves a longer or shorter  payment  period.  If,  after his
                  Termination  as  a  result  of  Disability,  such  Participant
                  recovers before the balance of his Deferred Account and vested
                  Matching   Account   under   the   Plan  is   exhausted,   his
                  distributions  will be discontinued and any remaining Deferred
                  Benefits or Matching  Benefits under the Plan will be governed
                  by  the  provisions  of  this  section  and  his  Distribution
                  Election Form.

                  Unless  otherwise  specified in a  Participant's  Distribution
                  Election   Form,   any  lump  sum  payment  will  be  paid  or
                  installment  payments  will begin to be paid on the earlier of
                  (i) the last  day of the  month  in  which  the  Participant's
                  sixty-fifth birthday occurs, or (ii) the last day of the month
                  in   which   the   Participant's   Termination   occurs.   For
                  distributions  that would  automatically  be caused  under the
                  preceding sentence by a Participant's  Termination (other than
                  by  death  or  Disability)  or for  distributions  that  would
                  otherwise  automatically  begin because a Participant  reaches
                  age sixty-five,  the Participant may elect on his Distribution
                  Election  Form that  payments  are to begin on the earliest of
                  one or more of the following dates or events:

                           (i)      on  the  last  day of the month in which his
                  Termination occurs, without regard to his age;

                           (ii)     on  the  last  day of the month in which the
                  later of his Termination occurs or he attains a specified age;

                           (iii)    even  if  Participant does not Terminate, on
                  the  last day  of the  month in  which  Participant  attains a
                  specified age;

                           (iv)     even  if  Participant does not Terminate, on
                  the last day of a specified month in a specified year;

                           (v)      on a Control Change Date; or

                           (vi) on the  occurrence  of any  other  event or date
                  selected  by the  Committee  for this  purpose and listed on a
                  Distribution Election Form.

                  For purposes of these distribution election alternatives,  any
                  age specified in accordance  with section  10(b)(iii)  must be
                  not less than the Participant's age one year from the Election
                  Date,  and any  date  specified  in  accordance  with  section
                  10(b)(iv)

                                     - 14 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  must be at least one year after the  Election  Date for to the
                  applicable  Deferral Year and type of payment being  deferred.
                  With the consent of the Committee, a Participant may amend his
                  Distribution  Election  Form to  change  the  commencement  of
                  benefit  payments  if (i) the  amendment  is  approved  by the
                  Committee  before the calendar year in which benefit  payments
                  are scheduled to begin (or, with respect to one or more unpaid
                  installments,   before  the   calendar   year  in  which  such
                  installment or installments are scheduled to be paid) and (ii)
                  the amended  payment date conforms to the  requirements of the
                  Plan.

         (c)      Deferred  Benefits  may  not  be assigned  by a Participant or
                  Beneficiary.   A  Participant  may  use  only  one Beneficiary
                  Designation  Form to  designate one or more  Beneficiaries for
                  all of his Deferred  Benefits and  Matching Benefits under the
                  Plan; such designations are revocable.   Each Beneficiary will
                  receive his portion of the  Participant's Deferred Account and
                  Matching  Account  on  the  last  day  of  the  month in which
                  Participant's  death  occurs  unless the Beneficiary's request
                  for an  accelerated  payment  is  approved  at the Committee's
                  discretion  under  section  11  or  unless  the  Beneficiary's
                  request  for a  different  distribution  schedule  or form  of
                  payment is received before distributions begin and is approved
                  at the Committee's discretion.   The Committee may insist that
                  multiple  Beneficiaries  agree  upon  a  single   distribution
                  method.

         (d)      Notwithstanding the foregoing, the balance of  a Participant's
                  Deferred  Account and  Matching  Account  shall be paid to the
                  Participant or a  Beneficiary in a lump sum within thirty days
                  of a Control Change Date.   The preceding sentence shall apply
                  (i)  only if no  Distribution  Election  Form is in effect for
                  that Participant, and (ii) if that Participant dies before the
                  lump sum  payment is scheduled  to be paid under the preceding
                  sentence,  only if no  request for a  distribution schedule or
                  form  of  payment  that  is  inconsistent  with  such lump sum
                  payment  has  been  submitted   by  the  Beneficiary  of  that
                  Participant and  approved by the  Committee in accordance with
                  section 10(c).

11.      HARDSHIP DISTRIBUTIONS.

         (a)      At  its  sole  discretion and at the request of a  Participant
                  before or  after the  Participant's  Termination,  or  at  the
                  request of any of the  Participant's  Beneficiaries  after the
                  Participant's  death, the Committee may accelerate and pay all
                  or part of any amount  attributable to a P articipant's vested
                  Deferred  Benefits or his vested  Matching Benefits under this
                  Plan.   Accelerated  distributions  may be allowed only in the
                  event of  a financial  emergency  beyond the  Participant's or
                  Beneficiary's   control   and   only  if   disallowance  of  a
                  distribution   would   create   a  severe   hardship  for  the
                  Participant or Beneficiary.   An accelerated distribution must
                  be limited to the  amount  determined  by the  Committee to be
                  necessary  to  satisfy  the  financial  emergency,  with  such
                  distribution  first  being  made from  Participant's  Deferred
                  Cash Account then from

                                     - 15 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  Participant's  vested Matching Account,  and, if an additional
                  distribution  is  necessary  to satisfy  the  emergency  after
                  Participant's   Deferred  Cash  Account  and  vested  Matching
                  Account   have   been   exhausted,   then   being   made  from
                  Participant's vested Deferred Stock Account.

         (b)      A  distribution  under  this  section  must be paid in cash or
                  shares of Common  Stock and is in lieu of that  portion of the
                  Deferred Benefit or Matching Benefit that would have been paid
                  otherwise.  A Deferred Benefit or Matching Benefit is adjusted
                  for  a  distribution   under  this  section  by  reducing  the
                  Participant's  Deferred  Account  balance or Matching  Account
                  balance by the amount of the distribution.

12.      COMPANY'S OBLIGATION.  The Plan is unfunded.   A  Deferred  Benefit and
         Matching  Benefit is at all times a mere  contractual obligation of the
         Company.   A Participant and his Beneficiaries have no right, title, or
         interest in the  Deferred  Benefits or  Matching  Benefits or any claim
         against them.   All  Deferred  Benefits and  Matching  Benefits will be
         satisfied  solely  out of the general  corporate assets of the Company,
         which  shall  remain  subject to the  claims of its  creditors  and the
         creditors of any  Affiliate that is an employer of a Participant.   The
         Company  may establish  one or more  trusts under which payments may be
         made that will satisfy the Company's obligations under this Plan to the
         extent of  such payments.   The  assets of any  such trusts will remain
         subject to the claims of the creditors of the Company and any Affiliate
         that is an employer of a Participant.

13.      CONTROL BY PARTICIPANT.  A  Participant  has no  control over  Deferred
         Benefits or Matching Benefits except according to his Deferral Election
         Forms, his  Distribution  Election Forms, his  Beneficiary  Designation
         Form, and any  Investment  Options elected on the form specified by the
         Committee.

14.      CLAIMS AGAINST PARTICIPANT'S BENEFITS.   A Deferred Account or Matching
         Account relating to a Participant under this Plan is not subject in any
         manner to anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance,  or charge,  and any attempt to do so is void.  A Deferred
         Benefit or  Matching  Benefit is not  subject  to  attachment  or legal
         process  for  a  Participant's  debts  or  other  obligations.  Nothing
         contained in this Plan gives any  Participant  any  interest,  lien, or
         claim against any specific  asset of the Company.  A Participant or his
         Beneficiary  has no  rights  other  than as a general  creditor  of the
         Company.

15.      AMENDMENT OR TERMINATION. Except as otherwise provided in this section,
         this Plan may be altered, amended, suspended, or terminated at any time
         by the Board.   Except  for  a  termination  of  the Plan caused by the
         determination  of the  Board that the laws upon which the Plan is based
         have changed in a manner that negates the Plan's objectives, the  Board
         may not  alter,  amend,  suspend,  or terminate  this  Plan without the
         majority consent of all Eligible  Employees if that action would result
         either in a distribution of all  Deferred Benefits or Matching Benefits
         in any manner other than as  provided in this Plan or that would result
         in immediate  taxation of  Deferred  Benefits or  Matching  Benefits to
         Participants.

                                     - 16 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



         Notwithstanding the preceding  sentence,  if any amendment to the Plan,
         subsequent to the date the Plan becomes  effective,  adversely  affects
         the deferred taxation of Deferred Benefits or Matching Benefits elected
         hereunder,  after the  effective  date of any such  amendment,  and the
         Internal  Revenue  Service  declines  to  rule  favorably  on any  such
         amendment or to rule  favorably  only if the Board makes  amendments to
         the  Plan  not  acceptable  to  the  Board,  the  Board,  in  its  sole
         discretion,  may  accelerate  the  distribution  of  part or all of the
         amounts   attributable  to  affected  Deferred  Benefits  and  Matching
         Benefits due Participants and Beneficiaries hereunder.

16.      ADMINISTRATION.

         (a)      The  Plan shall be administered by the  Committee,  subject to
                  the approval of the Board on any matters relating to  Deferred
                  Benefits of Eligible  Directors  that may affect the  taxation
                  of those Deferred Benefits, including, without limitation, the
                  Committee's  selection of  potential distribution events under
                  section  10(b)(vi),   and  its  acceptance  of   an   Eligible
                  Director's  Deferral  Election  Form or  Distribution Election
                  Form or its approval of changes to those Forms. Any references
                  in this  Plan to actions to be taken by the  Committee must be
                  interpreted and  implemented in accordance  with the preceding
                  sentence. Subject to the provisions of the Plan, the Committee
                  may adopt such  rules and  regulations as may be  necessary to
                  carry out the purposes hereof.  The Committee's interpretation
                  and construction of any  provision of the  Plan shall be final
                  and conclusive.

         (b)      The  Company shall  indemnify and save harmless each member of
                  the  Committee and the  Board against any and all expenses and
                  liabilities arising out of membership on the Committee and the
                  Board  and relating to  administration of the  Plan, excepting
                  only  expenses and  liabilities arising out of a  member's own
                  willful  misconduct.   Expenses  against which a member of the
                  Committee  or the  Board shall be  indemnified hereunder shall
                  include without  limitation,  the amount of  any settlement or
                  judgment, costs, counsel fees,  and related charges reasonably
                  incurred in connection with a claim asserted,  or a proceeding
                  brought  or  settlement  thereof.    The  foregoing  right  of
                  indemnification  shall be in  addition  to any other rights to
                  which any such member may be entitled.

         (c)      In addition to the powers hereinabove specified, the Committee
                  shall have the power to select which  employees of the Company
                  and  its  Affiliates  will be  eligible  to  elect a  Deferred
                  Benefit  under the Plan, to compute and certify the amount and
                  kind of benefits from time to time payable to Participants and
                  their   Beneficiaries   under  the  Plan,   to  authorize  all
                  disbursements  for such purposes,  and to determine  whether a
                  Participant is entitled to a benefit under the Plan.

         (d)      To enable the Committee to perform its functions,  the Company
                  shall supply full and timely  information to the Committee on
                  all matters relating to the  compensation of all Participants,

                                     - 17 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                  their  retirement,  death  or other  cause  for termination of
                  employment,  and such other  pertinent facts as  the Committee
                  may require.

17.      NOTICES.  Notices and elections under this Plan must be in writing.   A
         notice or election is deemed delivered if it is delivered personally or
         if  it is  mailed by  registered or  certified  mail  to the  person or
         business at its last known business address.

18.      WAIVER.   The waiver of a breach of any provision in this Plan does not
         operate as and may not be construed as a waiver of any later breach.

19.      BINDING NATURE.   The  Plan  shall  be  binding  upon the  Company, its
         Affiliates  and  the  successors  and  assigns  of the  Company and its
         Affiliates, subject to the provisions set forth in section 14, and upon
         a Participant,  his or her  Beneficiary,  and either  of their assigns,
         heirs, executors or Committees.

20.      CONSTRUCTION.  This Plan is created,  adopted, and maintained according
         to the laws of the State of Tennessee (except its choice-of-law rules).
         It is governed by those laws in all respects. Headings and captions are
         only  for  convenience;  they do not  have  substantive  meaning.  If a
         provision of this Plan is not valid or not enforceable, that fact in no
         way affects the validity or enforceability of any other provision.  Use
         of one gender  includes  all, and the singular and plural  include each
         other.

                                     - 18 -



<PAGE>


                                EQUITY INNS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                    EXHIBIT I

                               INVESTMENT OPTIONS


Institutional Growth & Income (60/40 Global)

Institutional Capital Growth (80/20 Global)

Institutional Equity Portfolio (100% Global Equity)

Growth & Income Portfolio (60/40 US)

Capital Growth Portfolio (80/20 US)

Domestic Equity Portfolio (100 % US Equity)



                                     - 19 -