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Exhibit 10.11
 FELCOR LODGING TRUST INCORPORATED
 NON-QUALIFIED DEFERRED COMPENSATION PLAN
 (as amended and restated effective January 1, 2005)




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Table
of Contents


    
    PageSECTION ONE
    
    DEFINITIONS
    
    
    1SECTION TWO
    
    ADMINISTRATION
    
    
    9SECTION THREE
    
    PARTICIPANTS
    
    
    11SECTION FOUR
    
    CONTRIBUTIONS AND ELECTIONS
    
    
    11SECTION FIVE
    
    ACCOUNTS AND INVESTMENT DIRECTIONS
    
    
    12SECTION SIX
    
    VESTING
    
    
    13SECTION SEVEN
    
    PAYMENT
    
    
    14SECTION EIGHT
    
    SOURCE OF PAYMENT
    
    
    15SECTION NINE
    
    PROVISIONS RELATING TO DEFERRED SHARES
CREDITED TO THE DEFERRED SHARE ACCOUNT
    
    
    15SECTION TEN
    
    HARDSHIP WITHDRAWALS
    
    
    16SECTION ELEVEN
    
    DESIGNATION OF BENEFICIARIES
    
    
    16SECTION TWELVE
    
    AMENDMENT OR TERMINATION
    
    
    17SECTION THIRTEEN
    
    GENERAL PROVISIONS
    
    
    18
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FELCOR LODGING TRUST INCORPORATED
 NON-QUALIFIED DEFERRED COMPENSATION PLAN
   SECTION ONE DEFINITIONS
 Act
 Account Section Five
 Administrator Section
Two
 Beneficiary Section Eleven.
 Benefit
 Board of Directors
 Bonus
 Change in Control




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Code
 Company
 Company Account Section Five
 Company Contributions
 Compensation
 Contributions
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Declaration of Hardship
 Deemed Dividends
 Default Earnings Rate
 Deferred Bonus
 Deferred Distribution
 Deferred Option Shares
 Deferred Pay
 Deferred Regular Pay
 Deferred Restricted Shares
 Deferred Shares
 Deferred Shares Account Section Five,
 Deferred Unrestricted Shares
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Designated Subsidiaries
 Directed Investments
 Director
 Disability
 Diversified Account Section Five
 Earnings
 Effective Date
 Election
 Eligible Person
 Employee
 Employer
 Enrollment Form
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Entry Date
 ERISA
 Fair Market Value
     Final Filing Date
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Deferred Regular Pay
 Deferred Bonus(es).
 Restricted Shares.
 Option Shares
 Unrestricted Shares
 Changing Planned Early Withdrawal Date.
 Electing Deferred Distribution.
 Requesting Share Distributions.
 For Cause
    -6-




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Hardship
 Hardship Withdrawal Section Ten
 Installment Payments
 Invested
 Investment Account
 Investment Direction
 Investment Rules
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Investment
 Lapse Date
 Lump Sum
 Normal Retirement Date
 Option
 Participant
 Payroll Period
 Plan
 Plan Year
 Planned Early Withdrawal Date
 Qualified Person
 Qualifying Investor
 -8-




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Quarter
 Regular Pay
 Rules of General Application
 Securities Act
 Separates, Separated, Separation
 Shares
 Stock
 Stock Plan
 Trust
 Trustee
 Valuation Date
 Value
 Vested
 SECTION TWO ADMINISTRATION
 Employer Duties.
 Board of Directors Duties.
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Appointment of Administrator.
    Duties of Administrator.
 Authority of Administrator.
 Powers of Administrator.
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paragraph (f) Section Two
 Bond and Expenses of Administrator.
 Administrator Records and Reports.
 Reliance on Tables.
 SECTION THREE PARTICIPANTS
 Eligibility.
 Participation.
 Agreement to Be Bound.
 SECTION FOUR CONTRIBUTIONS AND ELECTIONS
 Deferred Pay.
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Deferred Shares.
 Company Contributions.
 Elections.
  Furnishing of Elections.
 Administrator Discretion to Reject or Modify Elections. Section Four Section Four
 Cessation of Deferrals and Contributions Under Plan .
 SECTION FIVE ACCOUNTS AND INVESTMENT DIRECTIONS
 Establishment of Accounts
 Amounts Credited to Diversified Account.
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Amounts Credited to the Company Account.
 Earnings Credited to Investment Account.
 Amounts Credited to Deferred Shares Account.
 Investment Direction.
 Valuation of Accounts.
 Statements.
 SECTION SIX VESTING
 Vesting.
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Separation for Cause.
 Disposition of Forfeitures.
 SECTION SEVEN PAYMENT
 Separation Prior to Age 55.
 Separation After Age 55  Deferred Distribution.
 Distribution on Planned Early Withdrawal Date . paragraph (a)
 Lump Sum Required For Small Amounts. paragraph (a)
 Form of Payment.
 Calculation of Installment Payment.
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Payments Upon Other Events Determined by the Administrator.
 Elections After Planned Early Withdrawal Date and After Separation.
 SECTION EIGHT SOURCE OF PAYMENT
    SECTION NINE
    
    PROVISIONS RELATING TO DEFERRED SHARES CREDITED TO THE DEFERRED SHARE
ACCOUNT
 Adjustments Upon Changes in Capitalization
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Conditions upon Issuance of Shares.
 Deemed Dividends.
 Voting and Registration.
 Execution of Receipts and Releases
 SECTION TEN HARDSHIP WITHDRAWALS
 Amount of Hardship Withdrawal.
 Penalty Limitation on Deferred Pay Contributions.
 SECTION ELEVEN DESIGNATION OF BENEFICIARIES
 Designation by Participant.
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Lack of Designation
 SECTION TWELVE AMENDMENT OR TERMINATION
 Amendment or Termination .
 Partial Termination of Plan . paragraph (a) Section
Twelve paragraph (h) Section Thirteen paragraph (e) Section Seven
 Substantial Reduction in Benefits .
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SECTION THIRTEEN GENERAL PROVISIONS
 No Assignment. Section Eleven
 Incapacity.
 No Guarantee of Deferral.
 Resolution of Disputes Relating to Plan
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(i)
    
    After you receive notice of denial of Benefits, you may appeal to the
Administrator, in writing, within 60 days. If you do not make your written appeal
within 60 days, the original decision of the Administrator will become final.(ii)
    
    You may include in your written appeal any reasons for appeal and any
information to support your rights to benefits. You may use legal assistance and you
may examine any related Plan documents.(iii)
    
    The Administrator will then reexamine all of the facts and come to a final
decision. You will be notified of this decision within 60 days of the time you submit
your written appeal unless there are special circumstances, such as a hearing. You
will be notified if an extension is required. However, in no case will you receive the
Administrators decision later than 120 days after your appeal is received. The notice
of final decision will include specific reasons for the decision and identify the Plan
provisions relied upon in making the decision.
 The
Interested Parties hereby waive their right to institute litigation in a court of law to resolve a
dispute concerning the construction or enforcement of this Plan
 Election by Participant.
 Notices by Administrator.
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No Employment Rights.
 Withholding of Taxes.
 Waivers.
 Binding Effect.
 Payment of Expenses.
 Records.
 Interpretations and Adjustments.
 No Rights Implied.
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Information.
 No Liability for Good Faith Determinations.
 Severability.
 Captions and Gender.
 Choice of Law . in accordance with the laws of the State of Texas
 Securities Laws.
 Information Required.
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Application of Section 409A .
 Adopted, as amended and restated, by the Compensation
Committee of the Board of Directors at its meeting on
October 26, 2006, to be effective as of January 1,
2005.
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