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|            |
|------------|
|            |  |  |
| (Mark One) |   |   |
| x          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF |   |
|       | THE SECURITIES EXCHANGE ACT OF 1934 |   |
|       | For the fiscal year ended December 31, 2016 |   |

|        |
|--------|
|        |  |  |
| o      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |   |
|   | THE SECURITIES EXCHANGE ACT OF 1934 |   |
|   | For the transition period from           to |   |

|        |
|--------|
|        |  |  |  |
|   | Commission file number: 001-14236 |   | (FelCor Lodging Trust Incorporated) |
|   | Commission file number: 333-39595-01 |   | (FelCor Lodging Limited Partnership) |

|        |
|--------|
|        |  |  |  |  |  |
|   | Maryland | (FelCor Lodging Trust Incorporated) |   | 75-2541756 |
|   | Delaware | (FelCor Lodging Limited Partnership) |   | 75-2544994 |
|   | (State or Other Jurisdiction of Incorporation or Organization) |   |   | (I.R.S. EmployerIdentification No.) |
|   |   |   |

|        |
|--------|
|        |  |  |  |
|   | 125 E. John Carpenter Freeway, Suite 1600, Irving, Texas |   | 75062 |
|   |  (Address of Principal Executive Offices) |   | (Zip Code) |

|                                                       |
|-------------------------------------------------------|
|                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Title of each class                                   |   | Name of each exchangeon which registered |
| FelCor Lodging Trust Incorporated:                    |   |   |
| Common Stock                                          |   | New York Stock Exchange |
| $1.95 Series A Cumulative Convertible Preferred Stock |   | New York Stock Exchange |
| FelCor Lodging Limited Partnership:                   |   |   |
| None                                                  |   |   |

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|        |
|--------|
|        |  |  |  |  |  |  |
|   | FelCor Lodging Trust Incorporated |   | þ | Yes |  ̈ | No |
|   | FelCor Lodging Limited Partnership |   |  ̈ | Yes | þ | No |

|        |
|--------|
|        |  |  |  |  |  |  |
|   | FelCor Lodging Trust Incorporated |   |  ̈ | Yes | þ | No |
|   | FelCor Lodging Limited Partnership |   | þ | Yes |  ̈ | No |

|        |
|--------|
|        |  |  |  |  |  |  |
|   | FelCor Lodging Trust Incorporated |   | þ | Yes |  ̈ | No |
|   | FelCor Lodging Limited Partnership |   |  ̈ | Yes | þ | No |

|        |
|--------|
|        |  |  |  |  |  |  |
|   | FelCor Lodging Trust Incorporated |   | þ | Yes |  ̈ | No |
|   | FelCor Lodging Limited Partnership |   | þ | Yes |  ̈ | No |

|                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ̈ |

|                                                                                                                    |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                                    |  |  |
| FelCor Lodging Trust Incorporated:                                                                                 |   |   |
|  Large accelerated filer   þ                                                                        |   |  Accelerated filer  ̈ |
|  Non-accelerated filer      ̈ (Do not check if a smaller reporting company) |   |  Smaller reporting company  ̈ |
|                                                                                                               |   | Emerging growth company  ̈ |

|                                                                                                                    |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                                    |  |  |
| FelCor Lodging Limited Partnership:                                                                                |   |   |
|  Large accelerated filer    ̈                                                                        |   |  Accelerated filer  ̈ |
|  Non-accelerated filer     þ (Do not check if a smaller reporting company) |   |  Smaller reporting company  ̈ |
|                                                                                                               |   | Emerging growth company  ̈ |

|        |
|--------|
|        |  |  |  |  |  |  |
|   | FelCor Lodging Trust Incorporated |   |  ̈ | Yes | þ | No |
|   | FelCor Lodging Limited Partnership |   |  ̈ | Yes | þ | No |

|                                                                                                                                                                                                                                                                              |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| The aggregate market value of shares of common stock held by non-affiliates of FelCor Lodging Trust Incorporated as of June 30, 2016, computed by reference to the price at which its common stock was last sold at June 30, 2016, was approximately $837 million. |
| As of February 20, 2017, FelCor Lodging Trust Incorporated had issued and outstanding 138,103,326 shares of common stock.                                                                                                                                                    |

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|                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                          |  |  |  |
| Item No.                                                                                                                 |   | Page |
|                                                                                                                     |   |   |
| PART II                                                                                                                  |   |   |   |
| Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |   | 3 |   |
| Share Performance Graph                                                                                                  |   | 4 |   |
|                                                                                                                     |   |   |   |
| PART III                                                                                                                 |   |   |   |
|                                                                                                                     |   |   |   |
| Item 10.   Directors, Executive Officers and Corporate Governance                                                        |   | 5 |   |
|                                                                                                                     |   |   |   |
| The Board of Directors                                                                                                   |   | 5 |   |
| Executive Officers                                                                                                       |   | 13 |   |
| Corporate Governance                                                                                                     |   | 15 |   |
| Board Leadership, Meetings and Performance                                                                               |   | 15 |   |
| Board Committees                                                                                                         |   | 15 |   |
| Risk Oversight                                                                                                           |   | 18 |   |
| CEO Succession Planning                                                                                                  |   | 18 |   |
| Code of Business Conduct and Ethics                                                                                      |   | 18 |   |
| Section 16(a) Beneficial Ownership Compliance                                                                            |   | 18 |   |
|                                                                                                                     |   |   |
| Item 11.   Executive Compensation                                                                                        |   | 19 |   |
|                                                                                                                     |   |   |
| Compensation Discussion and Analysis                                                                                     |   | 19 |   |
| Compensation Committee Report                                                                                            |   | 28 |   |
| 2016 Summary Compensation Table                                                                                          |   | 29 |   |
| Termination or Change-in-Control Payments                                                                                |   | 33 |   |
| Director Compensation                                                                                                    |   | 36 |   |
|                                                                                                                     |   |   |
| Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                |   | 37 |   |
|                                                                                                                     |   |   |   |
| Stock Ownership                                                                                                          |   | 37 |   |
| Equity Compensation Plan Information                                                                                     |   | 39 |   |
|                                                                                                                     |   |   |   |
| Item 13.   Certain Relationships, Related Party Transactions and Director Independence                                   |   | 39 |   |
|                                                                                                                     |   |   |   |
| Related Party Transactions                                                                                               |   | 39 |   |
| Director Independence                                                                                                    |   | 39 |   |
|                                                                                                                     |   |   |   |
| Item 14.   Principal Accounting Fees and Services                                                                        |   | 40 |   |
|                                                                                                                     |   |   |   |
| Independent Registered Public Accounting Firm                                                                            |   | 40 |   |
|                                                                                                                     |   |   |   |
| PART IV                                                                                                                  |   |   |   |
|                                                                                                                     |   |   |   |
| Item 15.   Exhibits, Financial Statement Schedules                                                                       |   | 41 |   |
| SIGNATURES                                                                                                               |   | 47 |   |

----

|                |
|----------------|
|                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|           | High |   | Low |   | DividendsDeclaredPer Share |
| 2016           |   |   |   |   |   |   |   |   |
| First quarter  | $ | 8.17 |  |   |   | $ | 5.47 |  |   |   | $ | 0.06 |  |   |
| Second quarter | 8.08 |  |   |   | 5.68 |  |   |   | 0.06 |  |   |
| Third quarter  | 7.19 |  |   |   | 6.00 |  |   |   | 0.06 |  |   |
| Fourth quarter | 8.44 |  |   |   | 6.07 |  |   |   | 0.06 |  |   |
|           |   |   |   |   |   |   |   |   |
| 2015           |   |   |   |   |   |   |   |   |
| First quarter  | $ | 12.43 |  |   |   | $ | 9.70 |  |   |   | $ | 0.04 |  |   |
| Second quarter | 12.29 |  |   |   | 9.64 |  |   |   | 0.04 |  |   |
| Third quarter  | 10.87 |  |   |   | 6.88 |  |   |   | 0.04 |  |   |
| Fourth quarter | 8.63 |  |   |   | 6.83 |  |   |   | 0.06 |  |   |

----

|                                   |
|-----------------------------------|
|                                   |  |  |  |  |  |  |
| December 31,                      | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 |
| FelCor Lodging Trust Incorporated | 100 | 66 | 116 | 155 | 107 | 121 |
| Bloomberg Hotel REIT Index        | 100 | 98 | 125 | 165 | 126 | 155 |
| Russell 2000 Index                | 100 | 111 | 154 | 162 | 155 | 187 |

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| Glenn A. Carlin (age 56) has served as a director since May 2009. Since 2013, Mr. Carlin has served as Executive Vice President, Corporate Development and Chief Financial Officer of Twin River Management Group, Inc., which indirectly owns and operates gaming and entertainment properties.  From October 2009 through August 2013, Mr. Carlin was employed at CBRE Capital Advisors, Inc., the investment banking unit of CBRE Group, Inc., a global real estate services company.  He most recently served as its Executive Managing Director and Group Head. Mr. Carlin also served on the board of directors of Twin River Worldwide Holdings, Inc. from 2010 to 2013. From 1992 to 2009, Mr. Carlin was employed by J.P. Morgan Securities Inc. and its predecessors, serving in a variety of capacities, most recently as a Managing Director and Head of Lodging & Gaming - Real Estate Investment Banking. Mr. Carlin previously worked at HVS Financial Services, Morgan Stanley Realty Incorporated and Arthur Andersen & Co.  Mr. Carlin graduated from the Wharton School at the University of Pennsylvania and earned a Masters of Business Administration from Columbia Business School. |   | Qualifications:  financial and capital markets expertise; lodging and real estate industries - general and transactional knowledge; Audit Committee financial expert; independent. Mr. Carlin is a seasoned corporate executive who previously had a distinguished career as an investment banker, with a particular focus on real estate finance and the lodging and gaming industries.  He brings an insider’s perspective to the Board’s discussions concerning our balance sheet strategy and capital market activities, including equity and debt financings, liquidity, investor relations and other capitalization matters.  His financial background is particularly valuable as he serves on our Finance Committee and as the Chair of our Audit Committee. |
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| Thomas J. Corcoran, Jr. (age 68) is the Chairman of the Board and has served as a director since 1994. He served as the President and Chief Executive Officer of FelCor from its formation in 1994 until February 2006, when he became the non-executive Chairman of the Board. From 1991 to 1994, Mr. Corcoran served as the President and Chief Executive Officer of the general partner of the partnerships that were merged into the Company at its formation. From October 1990 to December 1991, he served as the Chairman, President and Chief Executive Officer of Fiesta Foods, Inc., a manufacturer of tortilla chips and taco shells. From 1979 to 1990, Mr. Corcoran held various positions with ShowBiz Pizza Time, Inc., an operator and franchisor of family entertainment center/pizza restaurants, and with Integra (formerly Brock Hotel Corporation), a hotel and restaurant company of which he served as the President and Chief Executive Officer from 1986 to 1990. Mr. Corcoran has served as a director of Sammons Enterprises, Inc., a diversified portfolio investment company, since December 2010 (he currently chairs that board), and currently serves on the Board of Directors of the American Hospitality & Lodging Association. Mr. Corcoran graduated from Washburn University and earned a law degree from the Washburn University School of Law. |   | Qualifications: our founder and former President and Chief Executive Officer; extensive lodging industry leadership experience and relationships; general management experience; in-depth knowledge of FelCor, its properties and historical strategic, transactional and tactical decision-making. In addition to his hotel industry and general management and corporate leadership experience, Mr. Corcoran has exceptional in-depth knowledge of our history, assets and strategic relationships. He brings a sophisticated understanding of hotel operations, hotel brands and management, hotel transactions, and general management. As the Chairman of the Board, Mr. Corcoran’s attributes assist in the administration of the Board’s governance, oversight and management responsibilities. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
| Robert F. Cotter (age 65) has served as a director since July 2006. Mr. Cotter founded Cotter and Cotter Inc., a hospitality consultancy in 2010.  From March 2007 until his retirement in 2008, he served as President and a director of Kerzner International Holdings Limited, or Kerzner, a developer and operator of luxury hotels and resorts.  Prior to joining Kerzner, Mr. Cotter served as President and Chief Operating Officer of Starwood Hotels & Resorts Worldwide, Inc., or Starwood Hotels, from 2003 through his retirement from Starwood Hotels in December 2005.  He spent most of his 35-year career with Starwood Hotels and its predecessors and was named Chief Operating Officer in 2000, after serving as President, International Operations, and President and Chief Operating Officer, Europe.  Mr. Cotter graduated from Boston College.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Qualifications:  long-time lodging industry executive with extensive operating and leadership experience; detailed understanding of hotel brand strategies and management practices; substantial experience managing and compensating executives and managing for performance; independent. Mr. Cotter’s lengthy career in the lodging industry - from postings at individual properties to serving as a senior executive at Starwood Hotels and Kerzner - is the basis for refined strategic insights about our portfolio, the various hotel brands and management companies and opportunities for growth.  Mr. Cotter also has substantial experience managing and driving individual and team performance, which is particularly relevant to his work on our Compensation Committee. |
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| Patricia L. Gibson (age 54) has served as a director since March 2016. She serves as Chief Executive Officer of Banner Oak Capital Partners, or Banner Oak, which she co-founded in October 2016.  From April 2007 to October 2016, Ms. Gibson was President of Hunt Realty Investments, Inc., or Hunt, the centralized real estate investment management company for the Hunt family and related entities. She joined Hunt as Senior Vice President in 1997. Prior to joining Hunt in 1997 as Senior Vice President, Ms. Gibson held senior financial positions with Archon Group, a subsidiary of Goldman Sachs & Co. and The Travelers Realty Investment Company. Ms. Gibson serves on the Board of Directors of Pacolet Milliken Enterprises, Inc., a private family-owned investment company focused on energy and real estate investments, and she currently chairs the National Association of Real Estate Managers and is the vice-chair of the Industrial and Office Parks council of the Urban Land Institute, or ULI. She is a graduate of Fairfield University and holds a Master of Business Administration Degree from the University of Connecticut. Ms. Gibson is a Chartered Financial Analyst. |   | Qualifications:  significant financial, transactional and asset management expertise; extensive leadership and general management experience; independent.  Ms. Gibson’s financial, financial reporting, underwriting and analytical background, particularly focused on real estate investing and finance, complement the skillsets of our other directors and is particularly relevant to her service as a director. |
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| Steven R. Goldman (age 56) joined us as our Chief Executive Officer in February 2017 and has served on the Board since that time. Prior to joining us, Mr. Goldman was a Managing Director at Starwood Capital Group, or Starwood, from September 2010 to February 2017. While at Starwood, Mr. Goldman served as President of Starwood’s affiliate SH Group, a hotel brand management company that oversees the development and management of the firm’s two luxury and lifestyle hotel and residence brands, 1 Hotels and Baccarat Hotels & Resorts, and as Chief Executive Officer, President and Director of Groupe du Louvre, Starwood’s portfolio investment holding company in France. Prior to joining Starwood, Mr. Goldman was President, Global Real Estate and Development at Hilton Worldwide Holdings Inc. from April 2008 to June 2010, where he was responsible for global development and oversight of the company’s $15 billion owned and leased real estate portfolio. Mr. Goldman has also previously served as President, Chief Executive Officer and Director of Sunstone Hotel Investors, Inc. from March 2007 to March 2008 and as Executive Vice President and Chief Investment Officer at Hyatt Hotels Corporation from April 2003 through April 2007. Mr. Goldman has served as a member of various professional organizations, including the Industry Real Estate Finance Advisory Council (IREFAC) of the American Hotel & Lodging Association and the Hotel Development Council of the Urban Land Institute, and as a Trustee of the Francis W. Parker School in Chicago. Mr. Goldman received his undergraduate degree from Cornell University and a Masters of Business Administration in Finance from the University of Chicago. |   | Qualifications: extensive industry experience; executive leadership roles at both public and private lodging companies. Through his 30+ years in the hospitality industry, both in the U.S. and abroad, Mr. Goldman brings to the Board a wealth of experience in all aspects of hotel operations, acquisitions and divestitures, finance and development, along with an international perspective. As a senior executive at both public and private lodging companies, Mr. Goldman possesses proven strategic planning and leadership skills.   |
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| Dana Hamilton (age 48) has served as a director since March 2016. She is co-founder and President of Ameriton LLC, a private real estate investment company. From October 2013 to October 2014, she served as President and Chief Executive Officer, and trustee, of Borderplex Community Trust.  From May 2005 until the company was sold in February 2013, Ms. Hamilton served as President - Europe and member of the Executive Committee at Archstone, one of the largest apartment companies in the U.S. and Europe. From August 1994 until May 2005, she held various leadership positions at Archstone, including Executive Vice President - National Operations. Ms. Hamilton graduated from Stanford University and earned a Masters of Business Administration from the Haas School of Business at the University of California at Berkeley.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Qualifications:  significant financial, transactional and asset management expertise; extensive leadership and general management experience; independent.  Ms. Hamilton’s financial and analytical background, particularly focused on real estate investing and finance, together with her general management and other diverse experience, is particularly relevant to her service as a director. |
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| Christopher J. Hartung (age 48) has served as a director since November 2010 and is currently our Lead Director.  He has served as a director at Lazard Asset Management, or Lazard, since 2011.  Prior to the sale of Grubb & Ellis Alesco Advisors, or Grubb & Ellis, to Lazard, he served as Senior Advisor to Grubb & Ellis from 2011 to 2012.  From 2004 to 2010 he served as Managing Director, Real Estate Investment Banking of Wells Fargo Securities/Eastdil Secured, a real estate investment banking firm, where he provided investment banking services to public and private real estate companies.  Mr. Hartung also served from 1997 to 2004 as Managing Director, Real Estate Equity Research at WR Hambrecht & Co., Chief Strategy Officer at iBuilding, Inc., Managing Director and Group Head, and Real Estate Equity Research at Banc of America Securities.  He also served in various capacities at J.P. Morgan & Co. from 1990 to 1996.  Mr. Hartung is currently, or has been, a member of various professional organizations in the real estate industry, including the ULI, Lambda Alpha International, International Council of Shopping Centers and the National Association of Real Estate Investment Trusts.  Mr. Hartung previously served on the Advisory Board for the Fisher Center for Real Estate at the Haas School of Business at the University of California at Berkeley.  Mr. Hartung graduated from Cornell University. |   | Qualifications:  financial and capital markets expertise; extensive experience evaluating real estate-related businesses, investment performance, industry trends and other information bearing on the merits of investing in real estate and real estate companies such as FelCor; independent. Mr. Hartung is a seasoned financial analyst with broad knowledge of capital markets, investor sentiment and objectives, institutional investors and the dynamics and challenges inherent in real estate investing.  He brings sophisticated insights to bear in assessing strategic and tactical options at the Board level, which has enhanced our decision-making process.  Moreover, his consultative mindset has enhanced the overall collegiality of our Board and the Governance Committee, which he chairs.  Mr. Hartung was elected Lead Director by our independent directors in 2016. |
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| Charles A. Ledsinger, Jr. (age 67) has served as a director since November 1997.  He currently serves (and has served since 2009) as the Chairman and Managing Director of SunBridge Capital Management, L.L.C.  From September 2006 to May 2009, Mr. Ledsinger served as Vice Chairman of Choice Hotels International, Inc., or Choice, the parent company of Choice Hotels International, a publicly traded company, where Mr. Ledsinger served as President and Chief Executive Officer from August 1998 to his retirement in 2009.  Prior to August 1998, Mr. Ledsinger served as Senior Vice President and Chief Financial Officer of St. Joe Corporation from May 1997 until his election as President and Chief Operating Officer of that company in February 1998.  Prior to 1997, Mr. Ledsinger served in management positions at several lodging and gaming companies.  Mr. Ledsinger has also served as Senior Vice President and Chief Financial Officer of The Promus Companies Incorporated, the former parent of Harrah’s Entertainment, Inc.  He formerly served as a director of Darden Restaurants, Inc., a publicly traded company, until 2014, Choice until 2009 and TBC Corporation until 2005.  Mr. Ledsinger also chairs the boards of directors of two privately held companies:  Realty Investment Company, Inc., an operating and investment company, and Sunburst Hospitality Corporation, a hotel and real estate operator.  Mr. Ledsinger also currently serves as a director of various community and educational institutions, and is the previous Rector (Chair) of the Board of Trustees at the University of Richmond.  Mr. Ledsinger graduated from the University of Virginia and earned a Master of Business Administration degree from the University of Memphis. |   | Qualifications:  extensive financial and executive leadership experience at lodging and real estate development companies; public company financial reporting and management experience; lengthy service as a FelCor director; service on every standing FelCor committee; sophisticated knowledge of governance, financial reporting, risk management, investor relations, compensation and other public company issues; service on other public company boards of directors provides additional perspective on governance, compensation and other best practices; independent. Mr. Ledsinger has had a long career as an executive with financial and general management responsibilities with lodging and real estate companies.  As one of our longest-serving directors, Mr. Ledsinger has served on all of our standing committees, having chaired both the Audit and Compensation Committees; his own experiences managing businesses, including one of the largest hotel brand franchisors, provide the Board with a uniquely practical strategic perspective.  He brings highly sophisticated public company financial and strategic management experience that informs his contributions; he also has a consultative and inclusive leadership style that encourages the collegial dynamics that enhance our Board’s effectiveness. |
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| Robert H. Lutz, Jr. (age 67) has served as a director since July 1998. Since 2000, Mr. Lutz has served as the President of Lutz Investments LP, through which he holds and manages a variety of investments. From March 2012 to December 2015, Mr. Lutz served as Chairman of the Board of Directors and Chief Executive Officer of Wound Management Technologies, Inc., a leading innovator in advanced wound care solutions. From 1994 until 2000, Mr. Lutz served as the Chairman and Chief Executive Officer, and a member of the executive committee, of Amresco, Inc., a financial services company. From 1991 to 1994, Mr. Lutz served as President and Chief Operating Officer of Balcor/Allegiance Realty Group, a subsidiary of the American Express Company engaged in real estate ownership and management. Mr. Lutz graduated from Furman University and earned a Masters of Business Administration degree from Georgia State University.                                                                                                                                                                                                                                                                                                 |   | Qualifications: extensive management and executive leadership experience; real estate capital markets and investment experience; independent. Mr. Lutz has enjoyed a lengthy career as an executive in the real estate industry and as an investor through several economic cycles. He brings substantial leadership, management and real estate experience to the Board, and his long-standing service as a FelCor director, including serving as our Lead Independent Director from 2010 to 2016, as well as his prior service on various for-profit and non-profit boards, provides an invaluable perspective on matters of corporate governance and executive compensation, as well as commercial real estate transactions and financing. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| Mark D. Rozells (age 55) has served as a director of FelCor since March 2008. He was, most recently, the Executive Vice President and Chief Financial Officer of Fairmont Raffles Hotels International, or FRHI, a position he held from November 2010 until July 2016, when FRHI was sold. From September 2005 until he joined FRHI, Mr. Rozells was a private investor focused on real estate and entertainment assets. From April 2000 to July 2005, Mr. Rozells worked with Liberty Media Corporation and served as President and Chief Executive Officer of DMX Music, Inc. (a leading provider of music and in-store entertainment services to commercial customers including the lodging industry), and as Executive Vice President and Chief Financial Officer of Liberty Digital, Inc., a publicly-held media and music content production and distribution company. From March 1998 to April 2000, Mr. Rozells was Senior Vice President, Finance and Treasurer of Starwood Hotels & Resorts Worldwide, Inc. Prior to his service at Starwood Hotels, Mr. Rozells held treasury and finance positions with The Walt Disney Company, Imperial Corporation of America and Allied Signal, Inc. Mr. Rozells is an honors graduate of Yale College. |   | Qualifications:  extensive financial and executive management experience, including public company financial reporting; public company leadership experience; independent. Mr. Rozells was, most recently, Executive Vice President and Chief Financial Officer of FRHI and has held executive positions with financial, strategic and general management responsibilities at several leading public companies, including The Walt Disney Company and Starwood Hotels.  Mr. Rozells’s financial, lodging industry, general management and transactional expertise are particularly relevant to his work on our Board. |

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|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |
|                                    | Glenn A. Carlin | Thomas J. Corcoran | Robert F. Cotter | Patricia L. Gibson | Steven R. Goldman | Dana Hamilton | Christopher J. Hartung | Charles A. Ledsinger, Jr. | Robert H. Lutz | Mark D. Rozells |
| Financial Expertise/Literacy            | ü | ü |   | ü | ü | ü | ü | ü | ü | ü |
| Capital Markets                         | ü | ü |   | ü | ü | ü | ü | ü | ü | ü |
| M&A/Corporate Transactions          | ü | ü |   |   | ü | ü | ü | ü | ü | ü |
| Executive Leadership                    | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Risk Oversight/Management               | ü | ü | ü | ü | ü | ü |   | ü | ü | ü |
| Government Relations                    | ü | ü |   |   |   |   |   | ü |   |   |
| Commercial/Hotel Real Estate Investment | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Commercial Real Estate Development      |   | ü |   | ü | ü | ü |   | ü | ü |   |
| Hotel Operations                        | ü | ü | ü |   | ü |   |   | ü | ü | ü |
| Marketing                               |   |   | ü |   |   | ü |   | ü | ü |   |
| Consumer Products and Services          |   | ü | ü |   |   | ü |   | ü |   | ü |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   | Age |   | Position(s) With FelCor |   | Named Executive Officer Since |
|               |   |   |   |   |   |   |   |   |
| Steven R. Goldman  |   | 56 |   |   | Chief Executive Officer and Director |   | 2017 |   |
| Troy A. Pentecost  |   | 55 |   |   | President and Chief Operating Officer |   | 2006 |   |
| Thomas C. Hendrick |   | 70 |   |   | Executive Vice President and Chief Investment Officer |   | 2015 |   |
| Michael C. Hughes  |   | 42 |   |   | Executive Vice President and Chief Financial Officer |   | 2013 |   |
| Jonathan H. Yellen |   | 50 |   |   | Executive Vice President, General Counsel and Secretary |   | 2006 |   |

----

----

----

|         |                                                                                                                                                                                           |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews and approves, on an annual basis, the criteria relevant to our annual incentive compensation program, including individual performance objectives of the Chief Executive Officer; |

|         |                                                                                                                              |
|---------|------------------------------------------------------------------------------------------------------------------------------|
| • | reviews and approves, on an annual basis, the base salaries of the Chief Executive Officer and our other executive officers; |

|         |                                                                                                                                                |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------|
| • | determines and approves, in consultation with the Chief Executive Officer, the performance-based compensation of our other executive officers; |

|         |                                                                                                                                                     |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| • | evaluates the Chief Executive Officer’s performance in light of his objectives and accordingly determines his performance-based compensation; |

|         |                                                                 |
|---------|-----------------------------------------------------------------|
| • | reviews the compensation program for the Chairman of the Board; |

|         |                                                                                                                                                                                                                                                                                                                                         |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews, approves, and administers all incentive-compensation plans, deferred compensation plans and equity-based incentive plans; establishes guidelines, rules and interpretations for such plans; approves and ratifies awards, and amendments thereto, made under any such plans, and reviews and monitors awards under such plans; |

|         |                                                                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | engages consultants and advisors to provide advice, perform analyses and otherwise assist the committee in its deliberations and reviews the independence of each such advisor; |

|         |                                                                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews the compensation discussion and analysis as required by the SEC for inclusion in our annual proxy statement together with the committee’s report; |

|         |                                                                                                                                                                                                                                                          |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews, annually, director compensation levels and practices and, if determined to be appropriate, approves changes in such compensation levels and practices, taking into account the considerations set forth in our Corporate Governance Guidelines; |

|         |                                                                                                                                                                                                                                                                                      |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews and approves guidelines or agreements with respect to severance, change-in-control or other termination payments to be made to executive officers, other officers and key employees and exceptions to those guidelines or agreements with respect to executive officers; and |

|         |                                                                                                                                                                                                                         |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviews, on an annual basis, the Company’s compensation policies and practices to confirm that they do not, in any way, create risks that are reasonably likely to have a material adverse effect on the Company. |

----

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | submit, in writing, the following information about the candidate:  name, mailing address, telephone number, email address, resume, business history, listing of other past and present directorships and director committees, hotel industry experience and any other relevant information to the Governance Committee, c/o FelCor Lodging Trust Incorporated, 125 E. John Carpenter Freeway, Suite 1600, Irving, Texas 75062-3933, Attention:  Secretary; |

|         |                                                                                                                                                                                                                  |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | explain in the submission why the stockholder believes the candidate would be an appropriate member of our Board and the benefits and attributes that the candidate will provide to us in serving as a director; |

|         |                                                                                      |
|---------|--------------------------------------------------------------------------------------|
| • | provide evidence of the requisite stock ownership along with the recommendation; and |

|         |                                                                                                                                                |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------|
| • | indicate whether we may identify the stockholder in any public disclosures that we make regarding the consideration of the director candidate. |

----

----

----

|                    |
|--------------------|
|                    |  |  |
| Troy A. Pentecost  |   | $513,400 |
| Thomas C. Hendrick |   | $434,728 |
| Michael C. Hughes  |   | $434,728 |
| Jonathan H. Yellen |   | $434,728 |

----

----

|               |
|---------------|
|               |  |  |  |  |  |  |  |  |
|          | 2016 Bonus |   | Percent of Target |
| Mr. Pentecost | $ | 365,980 |  |   |   | 89 | % |   |
| Mr. Hendrick  | $ | 262,333 |  |   |   | 80 | % |   |
| Mr. Hughes    | $ | 217,127 |  |   |   | 67 | % |   |
| Mr. Yellen    | $ | 289,503 |  |   |   | 89 | % |   |

|                          |
|--------------------------|
|                          |  |  |  |  |  |  |  |  |  |  |  |  |
| Relative TSR Performance |   |   |
| Rank(Relative to Peers)  |   | Percentile(Among Peer Group) |   | Payout(Relative to Target) (%) |
|                     | 1 |   |   | 100th |  |   |   |   | 200 |  |   |
|                     | 2 |   |   | 90th |  |   |   |   | 200 |  |   |
|                     | 3 |   |   | 80th |  |   |   |   | 175 |  |   |
|                     | 4 |   |   | 70th |  |   |   |   | 150 |  |   |
|                     | 5 |   |   | 60th |  |   |   |   | 125 |  |   |
|                     | 6 |   |   | 50th |  |   |   |   | 100 |  |   |
|                     | 7 |   |   | 40th |  |   |   |   | 50 |  |   |
|                     | 8 |   |   | 30th |  |   |   |   | 25 |  |   |
|                     | 9 |   |   | 20th |  |   |   |   | — |  |   |
|                     | 10 |   |   | 10th |  |   |   |   | — |  |   |
|                     | 11 |   |   | — |  |   |   |   | — |  |   |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |   | RSUs Awarded in 2016 |   | Time-Based Vesting |   | Market Performance-Based Vesting |   | Financial Performance-Based Vesting |
|               |   |   | 2016 |   | 2017 |   | 2018 |   | 2019 |   | 2018 |   | 2018 |
| Troy A. Pentecost  |   | 184,747 |  |   |   | 11,887 |  |   |   | 11,887 |  |   |   | 50,769 |  | (12)  |   | 38,880 |  | (12)  |   | 35,662 |  |   |   | 35,662 |  |   |
| Thomas C. Hendrick |   | 99,060 |  |   |   | 11,006 |  |   |   | 11,007 |  |   |   | 11,007 |  |   |   | — |  |   |   | 33,020 |  |   |   | 33,020 |  |   |
| Michael C. Hughes  |   | 99,060 |  |   |   | 11,006 |  |   |   | 11,007 |  |   |   | 11,007 |  |   |   | — |  |   |   | 33,020 |  |   |   | 33,020 |  |   |
| Jonathan H. Yellen |   | 99,060 |  |   |   | 11,006 |  |   |   | 11,007 |  |   |   | 11,007 |  |   |   | — |  |   |   | 33,020 |  |   |   | 33,020 |  |   |

----

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Each of our current NEOs participates in the health and welfare benefit plans and other benefit programs generally available to all of our employees. In addition to these health and welfare benefit plans, each of our NEOs is eligible to participate in our supplemental health insurance program. We pay the cost for each NEO who participates in this program. Please see the Summary Compensation Table for a summary of the amounts paid on behalf of each NEO pursuant to this program. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | We maintain a 401(k) plan for the benefit of all our employees. We make matching contributions to the 401(k) plan equal to 150% of amounts contributed by participating employees, subject to specified limits. Each NEO contributed at least $18,000 to our 401(k) plan in 2016, and we made the maximum matching contribution ($27,000) to our 401(k) plan on behalf of each current NEO. We have no formal pension or retirement plan other than our 401(k) plan. The committee believes that providing additional retirement benefits to our NEOs at this time would be inconsistent with prevailing practices in the marketplace and difficult to justify to our other employees and investors. |

----

|                                  |
|----------------------------------|
|                                  |  |
| Brandywine Realty Trust          | Pennsylvania REIT |
| Chesapeake Lodging Trust         | Post Properties, Inc.13 |
| Corporate Properties Trust       | RLJ Lodging Trust |
| Diamond Rock Hospitality Company | Ryman Hospitality Properties Inc. |
| Hersha Hospitality Trust         | Strategic Hotels & Resorts, Inc.14 |
| LaSalle Hotel Properties         | Summit Hotel Properties, Inc. |
| Mack-Cali Realty Corporation     | Sunstone Hotel Investors, Inc. |
| Pebblebrook Hotel Trust          | Weingarten Realty Investors |

----

|         |                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Our senior executive officer’s bonus and the overall bonus pool are reviewed and approved by the committee, which is composed exclusively of independent directors; |

|         |                                                                                                                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Incentive compensation is only paid after a review of diverse performance criteria, which limits the risk associated with any single indicator of performance over a relatively short period of time; |

|         |                                                       |
|---------|-------------------------------------------------------|
| • | Equity compensation is subject to formulaic maximums; |

|         |                                                                                                                                                                                                                                                                                            |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Equity compensation for our NEOs is substantially at-risk, both as to whether it is earned and how much is earned, based upon performance achieved over the long-term and multi-year periods, so our executives are only rewarded to the extent our performance benefits our stockholders; |

|         |                                                                                                                     |
|---------|---------------------------------------------------------------------------------------------------------------------|
| • | Executive bonuses and equity compensation are subject to recoupment, or claw-back, under certain circumstances; and |

|         |                                                                                                                                                                            |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Each of our NEOs and certain other senior officers are subject to substantial stock ownership guidelines described below in Related Policies - Stock Ownership Guidelines. |

----

----

----

|                                                                            |
|----------------------------------------------------------------------------|
|                                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                       |   |   |   |   |   |   |   |   |   |   | Non-Equity Incentive Plan Compensation ($) |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   | Annual Performance-based Cash Bonus ($) |   |   |   |   |
| Name and Principal Position                                                |   | Year |   | Salary($) |   | Bonus($) |   | StockAwards($) |   |   | All OtherCompensation($) |   | Total($) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Richard A. Smith(a)Former President andChief Executive Officer             | 2016 |   | 811,492 |   |   | — |  |   | 1,552,773 |   | (b)  |   | — |  |   |   | 1,750,214 |   |   | 4,114,479 |   |
| 2015                                                                       |   | 787,856 |   |   | — |  |   | 2,403,717 |   | (b)  |   | 733,769 |  |   |   | 41,034 |   |   | 3,966,376 |   |
| 2014                                                                       |   | 764,909 |   |   | — |  |   | 2,906,247 |   | (b)  |   | 1,324,376 |  |   |   | 37,530 |   |   | 5,033,062 |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Troy A. Pentecost(c)President andChief Operating Officer                   | 2016 |   | 513,400 |   |   | — |  |   | 1,056,164 |   | (b)  |   | 365,980 |  |   |   | 42,396 |   |   | 1,977,940 |   |
| 2015                                                                       |   | 455,831 |   |   | — |  |   | 885,008 |   | (b)  |   | 269,248 |  |   |   | 41,034 |   |   | 1,651,121 |   |
| 2014                                                                       |   | 442,554 |   |   | — |  |   | 1,070,017 |   | (b)  |   | 443,421 |  |   |   | 37,530 |   |   | 1,993,522 |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Thomas C. Hendrick(d)Executive Vice President and Chief Investment Officer | 2016 |   | 434,728 |   |   | — |  |   | 529,360 |   | (b)  |   | 262,333 |  |   |   | 37,272 |   |   | 1,263,693 |   |
| 2015                                                                       |   | 176,131 |   |   | — |  |   | 401,000 |   | (b)  |   | 104,234 |  |   |   | 7,776 |   |   | 689,141 |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael C. HughesExecutive Vice President and Chief Financial Officer      | 2016 |   | 434,728 |   |   | — |  |   | 529,360 |   | (b)  |   | 217,127 |  |   |   | 42,396 |   |   | 1,223,611 |   |
| 2015                                                                       |   | 422,066 |   |   | — |  |   | 819,459 |   | (b)  |   | 273,519 |  |   |   | 41,034 |   |   | 1,556,078 |   |
| 2014                                                                       |   | 350,000 |   |   | — |  |   | 846,237 |   | (b)  |   | 245,548 |  |   |   | 37,530 |   |   | 1,479,315 |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Jonathan H. YellenExecutive Vice President,General Counsel and Secretary   | 2016 |   | 434,728 |   |   | — |  |   | 529,360 |   | (b)  |   | 289,503 |  |   |   | 42,396 |   |   | 1,295,987 |   |
| 2015                                                                       |   | 422,066 |   |   | — |  |   | 819,459 |   | (b)  |   | 250,253 |  |   |   | 41,034 |   |   | 1,532,812 |   |
| 2014                                                                       |   | 409,773 |   |   | — |  |   | 990,763 |   | (b)  |   | 410,575 |  |   |   | 37,530 |   |   | 1,848,641 |   |

|     |                                                                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Mr. Smith served as our President and Chief Executive Officer, and an NEO, until September 16, 2016 and remained a FelCor employee for a subsequent transition period that ended January 1, 2017. The information above includes all compensation paid to Mr. Smith for 2016. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The valuation assumptions for market performance-based stock awards (granted in 2016, 2015 and 2014) are included in footnote 20 of the Financial Statements included in our Annual Report on Form 10-K.  Time-based stock awards (granted in 2016) are valued based on our closing stock price on the grant date.  Our NEOs also received financial performance-based awards in 2016, however the three-year performance requirement has not been established.  These awards do not yet have a grant date under ASC Topic 718 and, therefore, a grant date fair value has not been determined. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | In September 2016, Mr. Pentecost was promoted to President and Interim Senior Executive Officer of the Company following Mr. Smith’s retirement.  In connection with his promotion, the Board increased (a) Mr. Pentecost’s annual base salary to $500,000, (b) his target cash bonus to 90% of his base salary, with a range from 45-135% of his base salary for threshold to superior performance and (c) his target annual equity award to 200% of his base salary, with the actual number of shares vesting depending on a combination of continued employment and market and financial performance over time.  The Board also awarded Mr. Pentecost a one-time grant of RSUs entitling him to receive 77,761 shares of our common stock subject to vesting in two equal installments on December 27, 2018 and December 27, 2019, assuming Mr. Pentecost’s continued employment with FelCor through those dates, or earlier if his employment is terminated by the Company other than for cause or by Mr. Pentecost for good reason.  In addition, the Compensation Committee authorized paying Mr. Pentecost $10,000 per month in supplemental base salary while serving as Interim Senior Executive Officer. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Mr. Hendrick first became an NEO in July 2015.  Accordingly, we did not include compensation for 2014.  In addition, Mr. Hendrick served as a director through July 2015.  The information reported herein for 2015 relates only to the period during which Mr. Hendrick served as an executive officer in 2015.  Mr. Hendrick also received compensation of $248,750 in 2015 while he served as a director. |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name               |   | Company Contributionsto Retirement and401(k) Plans ($) |   | Perquisites ($)(a) |   | Severance ($) |   | Total ($) |
| Richard A. Smith   |   | 27,000 |   |   |   | 15,396 |   |   |   | 1,707,818 |  |   | (b)  |   | 1,750,214 |   |   |
| Troy A. Pentecost  |   | 27,000 |   |   |   | 15,396 |   |   |   |   |   |   |   | 42,396 |   |   |
| Thomas C. Hendrick |   | 27,000 |   |   |   | 10,272 |   |   |   |   |   |   |   | 37,272 |   |   |
| Michael C. Hughes  |   | 27,000 |   |   |   | 15,396 |   |   |   |   |   |   |   | 42,396 |   |   |
| Jonathan H. Yellen |   | 27,000 |   |   |   | 15,396 |   |   |   |   |   |   |   | 42,396 |   |   |

----

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                        |   |   |   | Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards(a) |   | Estimated Possible Payouts UnderEquity Incentive Plan Awards |   | All Other Awards: |   | Closing Price on Grant Date($/Sh) |   | Grant Date Fair Value of Stock and Option Awards ($) |
| Name                                        |   | Grant Date |   | Threshold($) |   | Target($) |   | Maximum($) |   | Threshold(#) |   | Target(#) |   | Maximum(#) |   | Number of Shares of Stock or Units |   |   |
|                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Richard A. Smith                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Annual Performance-based Cash Bonus         |   | 2/22/16 |   | 405,746 |   | 1,014,365 |   | 1,622,984 |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity Incentive Plan-Market Performance(b) |   | 2/22/16 |   |   |   |   |   |   |   | 24,215 |   | 96,858 |   | 193,716 |   |   |   | 7.68 |   | 808,904 |
| Equity Incentive Plan-Time Based            |   | 2/22/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 96,858 |   | 7.68 |   | 743,869 |
|                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Troy A. Pentecost                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Annual Performance-based Cash Bonus         |   | 2/22/16 |   | 206,088 |   | 412,175 |   | 618,263 |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity Incentive Plan-Market Performance(b) |   | 2/22/16 |   |   |   |   |   |   |   | 8,916 |   | 35,662 |   | 71,324 |   |   |   | 7.68 |   | 297,829 |
| Equity Incentive Plan-Time Based            |   | 2/22/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 35,662 |   | 7.68 |   | 273,884 |
| Equity Incentive Plan-Time Based(c)         |   | 9/19/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 77,761 |   | 6.23 |   | 484,451 |
|                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Thomas C. Hendrick                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Annual Performance-based Cash Bonus         |   | 2/22/16 |   | 163,023 |   | 326,046 |   | 489,069 |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity Incentive Plan-Market Performance(b) |   | 2/22/16 |   |   |   |   |   |   |   | 8,255 |   | 33,020 |   | 66,040 |   |   |   | 7.68 |   | 275,766 |
| Equity Incentive Plan-Time Based            |   | 2/22/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 33,020 |   | 7.68 |   | 253,594 |
|                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael C. Hughes                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Annual Performance-based Cash Bonus         |   | 2/22/16 |   | 163,023 |   | 326,046 |   | 489,069 |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity Incentive Plan-Market Performance(b) |   | 2/22/16 |   |   |   |   |   |   |   | 8,255 |   | 33,020 |   | 66,040 |   |   |   | 7.68 |   | 275,766 |
| Equity Incentive Plan-Time Based            |   | 2/22/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 33,020 |   | 7.68 |   | 253,594 |
|                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Jonathan H. Yellen                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Annual Performance-based Cash Bonus         |   | 2/22/16 |   | 163,023 |   | 326,046 |   | 489,069 |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity Incentive Plan-Market Performance(b) |   | 2/22/16 |   |   |   |   |   |   |   | 8,255 |   | 33,020 |   | 66,040 |   |   |   | 7.68 |   | 275,766 |
| Equity Incentive Plan-Time Based            |   | 2/22/16 |   |   |   |   |   |   |   |   |   |   |   |   |   | 33,020 |   | 7.68 |   | 253,594 |

|           |                                              |
|-----------|----------------------------------------------|
| (a)  | Determined with respect to 2016 performance. |

|           |                                                                                                                                                                                                                                                    |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | For awards made under our RSU program earned based on future TSR relative to our Performance Peers.  Fair value is estimated based on assumptions disclosed in footnote 20 of the Financial Statements included in our Annual Report on Form 10-K. |

|           |                                                                                                                                                               |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)  | Time-based restricted stock award granted to Mr. Pentecost in connection with his promotion to President and service as our Interim Senior Executive Officer. |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |   | Stock Awards |   | Equity Incentive Plan Awards:Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(g) |   | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(f) |
| Name               |   | Number of Shares or Units of Stock that Have Not Vested (#) |   | Market Value of Shares or Units of Stock that Have Not Vested ($)(f) |   |   |
| Richard A. Smith   |   | 322,424 |  |   | (a)  |   | 2,582,616 |  |   |   |   | — |  |   |   |   | — |  |   |   |
| Troy A. Pentecost  |   | 162,618 |  |   | (b)  |   | 1,302,570 |  |   |   |   | 14,970 |  |   | (h)  |   | 119,910 |  |   |   |
| Thomas C. Hendrick |   | 52,014 |  |   | (c)  |   | 416,632 |  |   |   |   | 8,255 |  |   | (i)  |   | 66,123 |  |   |   |
| Michael C. Hughes  |   | 71,139 |  |   | (d)  |   | 569,823 |  |   |   |   | 13,861 |  |   | (j)  |   | 111,027 |  |   |   |
| Jonathan H. Yellen |   | 78,571 |  |   | (e)  |   | 629,354 |  |   |   |   | 13,861 |  |   | (j)  |   | 111,027 |  |   |   |

|     |                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | These shares vested in January 2017 as part of Mr. Smith’s severance agreement.  This includes 128,106 shares of phantom stock, the value of which was paid at vesting. |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (b) | 72,969, 50,769 and 38,880 of these shares are eligible to vest on December 27, 2017, 2018 and 2019, respectively. |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (c) | 21,007, 21,007 and 10,000 of these shares are eligible to vest on December 27, 2017, 2018 and 2019, respectively. |

|     |                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------|
| (d) | 60,132 and 11,007 of these shares are eligible to vest on December 27, 2017 and 2018, respectively. |

|     |                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------|
| (e) | 67,564 and 11,007 of these shares are eligible to vest on December 27, 2017 and 2018, respectively. |

|     |                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------|
| (f) | Based on the closing price for FelCor’s common stock the last trading day of 2016 (December 30, 2016) ($8.01 per share). |

|     |                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (g) | Performance criterion through December 31, 2016 was at or below threshold for these unearned shares. Threshold performance was assumed to determine shares unearned. |

|     |                                                                                                                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| (h) | If the threshold performance criterion are met, 6,054 and 8,916 of these awards will vest on December 27, 2018 and in February 2019, respectively. |

|     |                                                                                          |
|-----|------------------------------------------------------------------------------------------|
| (i) | If the threshold performance criterion are met, these awards will vest in February 2019. |

|     |                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------|
| (j) | If the threshold performance criterion are met, 5,606 and 8,255 of these awards will vest on December 27, 2018 and February 2019, respectively. |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |
|               |   |   | Stock Awards |
| Name               |   |   | Number of Shares Acquired on Vesting (#) |   | Value Realized onVesting ($)(d) |
|               |   |   |   |   |   |   |   |
| Richard A. Smith   |   | 455,221 |  |   | (a)  |   | 3,664,529 |  |   |   |
| Troy A. Pentecost  |   | 167,604 |  |   | (b)  |   | 1,349,212 |  |   |   |
| Thomas C. Hendrick |   | 21,006 |  |   |   |   | 169,098 |  |   |   |
| Michael C. Hughes  |   | 60,742 |  |   |   |   | 488,973 |  |   |   |
| Jonathan H. Yellen |   | 155,188 |  |   | (c)  |   | 1,249,263 |  |   |   |

|     |                                                                                                |
|-----|------------------------------------------------------------------------------------------------|
| (a) | This includes 343,743 shares of phantom stock, the value of which was paid in cash at vesting. |

|     |                                                                                               |
|-----|-----------------------------------------------------------------------------------------------|
| (b) | This includes 28,487 shares of phantom stock, the value of which was paid in cash at vesting. |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (c) | This includes 7,856 shares of phantom stock, the value of which was paid in cash at vesting. |

|     |                                                                             |
|-----|-----------------------------------------------------------------------------|
| (d) | Based on the closing price of our common stock on the vesting date ($8.05). |

----

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | A change-in-control occurs whenever: (i) any person or group is or becomes the beneficial owner of 35% or more of our outstanding voting securities; (ii) a majority of our Board is comprised of persons designated by any person who has entered into an agreement with us to become a 35% or more beneficial owner or to effect a merger or consolidation transaction, or of persons other than those persons constituting our Board on the date of these agreements; (iii) our stockholders approve either a merger or consolidation of us with any other corporation or a plan or agreement under which all or substantially all of our assets would be liquidated, distributed, sold or otherwise disposed of; or (iv) our Compensation Committee adopts a resolution to the effect that, in the judgment of the committee, a change-in-control has effectively occurred. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Good reason, means, among other things and subject to certain limitations, any of the following events following a change-in-control: (i) the assignment of any duties inconsistent with his status as an NEO or any substantial reduction in or restriction upon the nature, status or extent of his responsibilities or authority as compared to immediately prior to the change-in-control; (ii) a reduction in the NEO’s annual base salary, as in effect immediately prior to the change-in-control, except for across-the-board salary reductions similarly affecting all of our executives and all executives of any person then in control of FelCor; (iii) the relocation of our principal executive offices, or the office where the employee is required to perform his duties, to a location more than 25 miles away; (iv) our failure to pay the NEO any portion of his then-current compensation, or any portion or installment of deferred compensation, within five days of the date the payment is due; or (v) our failure to continue any compensation or benefit plan that the NEO was participating in immediately prior to the change-in-control. |

----

----

|             |
|-------------|
|             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name        |   | Benefit |   | Before Change-in-Control Termination w/o Cause or for Good Reason |   | After Change-in-Control Terminationw/o Cause or for Good Reason |   | Voluntary Termination |   | Death |   | Disability |   | Change-in-Control |
| Troy A.     |   | Salary and Bonus |   | — |  |   |   |   | 2,727,403 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
| Pentecost   |   | Vesting of Restricted Stock Units(a) |   | — |  |   |   |   | 2,407,307 |  |   |   |   | — |  |   |   |   | 2,407,307 |  |   |   |   | 2,407,307 |  |   |   |   | 2,407,307 |  |   |
|        |   | Benefit Plans |   | — |  |   |   |   | 99,006 |  |   | (b)  |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Excise Tax Gross Up |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Total Value |   | — |  |   |   |   | 5,233,716 |  |   |   |   |   |   |   |   | 2,407,307 |  |   |   |   | 2,407,307 |  |   |   |   | 2,407,307 |  |   |
|        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Thomas C.   |   | Salary and Bonus |   | — |  |   |   |   | 2,274,714 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
| Hendrick    |   | Vesting of Restricted Stock Units(a) |   | — |  |   |   |   | 945,607 |  |   |   |   | — |  |   |   |   | 945,607 |  |   |   |   | 945,607 |  |   |   |   | 945,607 |  |   |
|        |   | Benefit Plans |   | — |  |   |   |   | 43,319 |  |   | (b)  |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Total Value |   | — |  |   |   |   | 3,263,640 |  |   |   |   | — |  |   |   |   | 945,607 |  |   |   |   | 945,607 |  |   |   |   | 945,607 |  |   |
|        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael C.  |   | Salary and Bonus |   | — |  |   |   |   | 2,274,714 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
| Hughes      |   | Vesting of Restricted Stock Units(a) |   | — |  |   |   |   | 1,592,743 |  |   |   |   | — |  |   |   |   | 1,592,743 |  |   |   |   | 1,592,743 |  |   |   |   | 1,592,743 |  |   |
|        |   | Benefit Plans |   | — |  |   |   |   | 96,588 |  |   | (b)  |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Excise Tax Gross Up |   | — |  |   |   |   | 1,553,310 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Total Value |   | — |  |   |   |   | 5,517,355 |  |   |   |   | — |  |   |   |   | 1,592,743 |  |   |   |   | 1,592,743 |  |   |   |   | 1,592,743 |  |   |
|        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Jonathan H. |   | Salary and Bonus |   | — |  |   |   |   | 2,294,911 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
| Yellen      |   | Vesting of Restricted Stock Units(a) |   | — |  |   |   |   | 1,652,273 |  |   |   |   | — |  |   |   |   | 1,652,273 |  |   |   |   | 1,652,273 |  |   |   |   | 1,652,273 |  |   |
|        |   | Benefit Plans |   | — |  |   |   |   | 97,787 |  |   | (b)  |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Excise Tax Gross Up |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|        |   | Total Value |   | — |  |   |   |   | 4,044,971 |  |   |   |   | — |  |   |   |   | 1,652,273 |  |   |   |   | 1,652,273 |  |   |   |   | 1,652,273 |  |   |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (a) | The value shown is based on the closing price of our common stock on December 30, 2016 ($8.01 per share). |

|     |                                                                                                                                                                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Benefit plans include, for a period of 24 months following termination, health and dental insurance coverage for the individual and his family; group term life insurance equal to annual base salary; disability insurance; and supplemental health insurance coverage. |

----

|                               |
|-------------------------------|
|                               |  |  |  |
|                          | Director Fees and Stipends ($) |
| Base Fees                     | 150,000 |   |   |
| Chair, Audit Committee        | 17,500 |   |   |
| Member, Audit Committee       | 10,000 |   |   |
| Chair, Compensation Committee | 15,000 |   |   |
| Chair, Governance Committee   | 12,000 |   |   |
| Lead Director                 | 20,000 |   |   |

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 2016 DIRECTOR COMPENSATION |
|                       |   |   |   |   | Director Fees Paid in Shares |   |   |   |   |
| Name                       |   | Director FeesPaid in Cash ($) |   | # |   | $(a) |   | All OtherCompensation ($) |   | Total ($) |
| Glenn A. Carlin            |   | 46,250 |  |   |   |   | 18,186 |  |   |   |   | 121,250 |  |   |   |   | — |  |   |   |   | 167,500 |  |   |   |
| Thomas J. Corcoran, Jr.    |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | 483,926 |  |   | (b)  |   | 483,926 |  |   |   |
| Robert F. Cotter           |   | 75,000 |  |   |   |   | 11,504 |  |   |   |   | 75,000 |  |   |   |   | — |  |   |   |   | 150,000 |  |   |   |
| Patricia A. Gibson(c)      |   | — |  |   |   |   | 19,662 |  |   |   |   | 131,250 |  |   |   |   |   |   |   |   | 131,250 |  |   |   |
| Dana Hamilton(c)           |   | — |  |   |   |   | 20,819 |  |   |   |   | 138,750 |  |   |   |   |   |   |   |   | 138,750 |  |   |   |
| Christopher J. Hartung     |   | 112,000 |  |   |   |   | 11,504 |  |   |   |   | 75,000 |  |   |   |   | — |  |   |   |   | 187,000 |  |   |   |
| Charles A. Ledsinger, Jr.  |   | — |  |   |   |   | 24,503 |  |   |   |   | 165,000 |  |   |   |   | — |  |   |   |   | 165,000 |  |   |   |
| Robert H. Lutz, Jr.        |   | 80,000 |  |   |   |   | 11,504 |  |   |   |   | 75,000 |  |   |   |   | — |  |   |   |   | 155,000 |  |   |   |
| Robert A. Mathewson(d)     |   | 42,500 |  |   |   |   | — |  |   |   |   | — |  |   |   |   | — |  |   |   |   | 42,500 |  |   |   |
| Mark D. Rozells            |   | 9,375 |  |   |   |   | 21,000 |  |   |   |   | 140,625 |  |   |   |   | — |  |   |   |   | 150,000 |  |   |   |

|           |                                                     |
|-----------|-----------------------------------------------------|
| (a)  | Based on the fair value of the shares when granted. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | For 2016, Mr. Corcoran’s compensation, as approved by our non-employee directors, consisted of a base fee for serving as a director ($150,000), a stipend for chairing our Board ($115,000) and compensation for leading certain redevelopment projects ($106,090). As a FelCor employee, Mr. Corcoran participates in our 401(k) and our medical and health insurance programs. He also receives employee benefits generally available to our other employees, plus certain supplemental health benefits provided to our executive officers and reimbursement for his club dues.  For 2016, Mr. Corcoran’s total compensation was $483,926, including base salary ($371,090, including all director fees discussed above), bonus ($65,821), matching 401(k) contribution ($27,000), supplemental health benefits ($10,272) and club dues ($9,743). |

|           |                                                             |
|-----------|-------------------------------------------------------------|
| (c)  | Ms. Gibson and Ms. Hamilton became directors in March 2016. |

|           |                                                              |
|-----------|--------------------------------------------------------------|
| (d)  | Mr. Mathewson resigned from our Board effective May 1, 2016. |

----

|                                                                    |
|--------------------------------------------------------------------|
|                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name ofBeneficial Owner                                            |   | Amount and Nature of  Beneficial Ownership of Common Stock(a) |   | Percent of Class(b) |   | Amount and Nature of Beneficial Ownership of Series A Preferred Stock |  | Percent ofClass(b) |
| Glenn A. Carlin                                                    |   | 101,803 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Thomas J. Corcoran, Jr.                                            |   | 418,163 |  |   | (c)  |   | * |   |   | 4,000 |   |   | * |
| Robert F. Cotter                                                   |   | 143,116 |  |   | (d)  |   | * |   |   | — |  |   |   |   | * |
| Patricia L. Gibson                                                 |   | 24,497 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Steven R. Goldman                                                  |   | — |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Dana Hamilton                                                      |   | 26,299 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Christopher J. Hartung                                             |   | 34,023 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Thomas C. Hendrick                                                 |   | 129,319 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Michael C. Hughes                                                  |   | 143,193 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Charles A. Ledsinger, Jr.                                          |   | 89,334 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Robert H. Lutz, Jr.                                                |   | 79,173 |  |   | (e)  |   | * |   |   | — |  |   |   |   | * |
| Troy A. Pentecost                                                  |   | 467,441 |  |   |   |   | * |   |   | — |  |   |   |   | * |
| Mark D. Rozells                                                    |   | 73,751 |  |   | (f)  |   | * |   |   | — |  |   |   |   | * |
| Richard A. Smith                                                   |   | 1,937,106 |  |   | (g)  |   | 1.4% |   |   | — |  |   |   |   | * |
| Jonathan H. Yellen                                                 |   | 267,543 |  |   | (h)  |   | * |   |   | — |  |   |   |   | * |
| All executive officers and directors, as a group (15 persons) |   | 3,934,761 |  |   |   |   | 2.8% |   |   | 4,000 |  |   |   |   | * |

|     |                                                                                                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | With respect to Messrs. Goldman, Hendrick, Hughes, Pentecost and Yellen, the number of shares shown do not include shares that may be issued to them if and when unvested restricted stock units, or RSUs, previously awarded to them vest, none of which are eligible to vest before December 27, 2017. |

|     |                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------|
| (b) | Based upon 138,421,154 shares of common stock and 12,879,475 shares of Series A Preferred Stock as of April 14, 2017. |

|     |                                                                                                                                                                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | The shares beneficially owned by Mr. Corcoran include (i) 3,101 shares of common stock issuable upon the conversion of 4,000 shares of Series A preferred stock; (ii) 30,000 shares of common stock held by TCOR Holdings, LLC, of which he is the sole beneficial owner; and (iii) 2,847 shares of common stock held in his individual retirement account. |

|     |                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | The shares beneficially owned by Mr. Cotter include (i) 15,918 shares held by a revocable trust, over which Mr. Cotter retains control and (ii) 10,898 shares held by a corporation controlled by Mr. Cotter. |

|     |                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e) | The shares beneficially owned by Mr. Lutz include (i) 2,500 shares owned by Mr. Lutz’s spouse and (ii) 7,700 shares held in his individual retirement account. |

|     |                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|
| (f) | The shares held by Mr. Rozells include (i) 25,000 shares held in his individual retirement account and (ii) 48,751 shares held by a trust. |

|     |                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (g) | Mr. Smith retired as President and Chief Executive Officer effective September 16, 2016.  The shares reported in this table are based on Mr. Smith’s last Form 4 filed on February 23, 2016 and include 25,998 shares held in custodial accounts for his children. |

|     |                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (h) | The shares beneficially owned by Mr. Yellen include 30,592 shares of common stock held by trusts for the benefit of Mr. Yellen’s minor children.  Mr. Yellen is not the trustee of those trusts and disclaims any beneficial interest in, or control over, those shares. |

----

|                                                                                               |
|-----------------------------------------------------------------------------------------------|
|                                                                                               |  |  |  |  |  |  |  |  |  |  |  |
| Name and Address of Beneficial Owner                                                          |   | Amount and Nature of BeneficialOwnership |   | Percent ofClass (a) |
|                                                                                          |   |   |   |   |   |   |   |   |
| The Vanguard Group, Inc.100 Vanguard Blvd.Malvern, PA 19355                                   |   | 20,201,975 |   | (b)  |   |   | 14.6 | % |   |   |
|                                                                                          |   |   |   |   |   |   |   |   |   |   |
| Black Rock Inc.55 East 52nd StreetNew York, NY 10022                                          |   | 11,814,844 |   | (c)  |   |   | 8.5 | % |   |   |
|                                                                                          |   |   |   |   |   |   |   |   |
| Vanguard Specialized Funds100 Vanguard Blvd.Malvern, PA 19355                                 |   | 9,977,747 |   | (d)  |   |   | 7.2 | % |   |   |
|                                                                                          |   |   |   |   |   |   |   |   |   |   |
| Land & Buildings Investment Management, LLC1 Landmark Square, 7th FloorStamford, CT 06901 |   | 8,821,554 |   | (e)  |   |   | 6.4 | % |   |   |
|                                                                                          |   |   |   |   |   |   |   |   |   |   |
| FMR LLC245 Summer StreetBoston, MA 02210                                                      |   | 8,607,097 |   | (f)  |   |   | 6.2 | % |   |   |

|        |
|--------|
|        |  |  |
| (a)    |   | Based upon 138,421,154 shares outstanding as of April 14, 2017. |
|   |   |   |
| (b)    |   | Based upon Amendment No. 12 to its Schedule 13G filed on February 10, 2017.  The Vanguard Group, Inc., an investment advisor, reported that it had sole voting power with respect to 428,203 shares and shared voting power with respect to 165,561 shares, and sole dispositive power with respect to 19,787,522 shares and shared dispositive power with respect to 414,453 shares. |
|   |   |   |
| (c)    |   | Based upon Amendment No. 7 to its Schedule 13G filed on January 24, 2017.  Black Rock Inc. reported that it had sole dispositive power with respect to these shares and sole voting power with respect to 11,337,755 shares. |
|   |   |   |
| (d)    |   | Based upon Amendment No. 7 to its Schedule 13G filed on February 13, 2017.  Vanguard Specialized Funds reported that it had sole voting power with respect to these shares. |
|   |   |   |
| (e)    |   | Based on the Schedule 13D filed on September 19, 2016 by Land & Buildings Investment Management, LLC (“L&B Management”) and the other reporting persons named therein.  L&B Management, an investment manager, reported that it had sole voting power and sole dispositive power with respect to these shares.  Jonathan Litt, the managing principal of L&B Management, reported shared voting power and shared dispositive power with respect to these shares.  The shares are directly held by certain private investment funds, of which Land & Buildings GP LP is the general partner and L&B Management is the investment manager.  |
|   |   |   |
| (f)    |   | Based upon Amendment No. 4 to its Schedule 13G filed on March 10, 2017.  FMR LLC reported that it had sole power to vote 3,470,851 shares and sole power to dispose 8,607,097 shares. |

----

|                                                                        |
|------------------------------------------------------------------------|
|                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Plan category                                                          |   | Number of sharesto be issued uponexercise ofoutstandingoptions, warrantsand rights |   | Weighted averageexercise price ofoutstandingoptions, warrantsand rights |   | Number ofsharesremainingavailable forfuture issuance |
| Equity compensation plan approved   by security holders | 1,502,376 |   |   |   | $ | — |  |   |   |   | 4,085,899 |   |   |

----

----

|               |
|---------------|
|               |  |  |
| ExhibitNumber | Description of Exhibit |   |
|          |   |
| 3.1           | Articles of Amendment and Restatement dated May 19, 2015, amending and restating the Charter of FelCor Lodging Trust Incorporated (“FelCor”) (filed as Exhibit 3.1 to FelCor’s Form 8-K, dated May 20, 2015, and incorporated herein by reference). |
|          |   |
| 3.1.1         | Articles Supplementary filed May 19, 2015 (filed as Exhibit 3.2 to FelCor’s Form 8‐K, dated May 20, 2015, and incorporated herein by reference). |
|          |   |
| 3.1.2         | Articles Supplementary filed December 15, 2015 (filed as Exhibit 3.1 to FelCor’s Form 8-K, dated December 15, 2015, and incorporated herein by reference). |
|          |   |
| 3.2           | Bylaws of FelCor restated through October 27, 2016 (filed as Exhibit 3.2 to FelCor’s Form 8-K, dated October 27, 2016, and incorporated herein by reference). |
|          |   |
| 4.1           | Form of Share Certificate for Common Stock (filed as Exhibit 4.1 to FelCor’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference). |
|          |   |
| 4.2           | Form of Share Certificate for $1.95 Series A Cumulative Convertible Preferred Stock (filed as Exhibit 4.4 to FelCor’s Form 8-K, dated May 1, 1996, and incorporated herein by reference). |

|        |
|--------|
|        |  |
| 4.3    | Indenture, dated as of December 17, 2012, between FelCor Lodging Limited Partnership (“FelCor LP”), FelCor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, collateral agent, registrar and paying agent (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated December 17, 2012, and incorporated herein by reference). |
|   |   |
| 4.3.1  | First Supplemental Indenture, dated as of January 7, 2013, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated January 7, 2013, and incorporated herein by reference). |

----

|        |
|--------|
|        |  |
|   |   |
| 4.4    | Registration Rights Agreement, dated December 17, 2012, among FelCor LP, FelCor, the subsidiary guarantors named therein, and J.P. Morgan Securities LLC (filed as Exhibit 4.2 to FelCor’s Form 8-K, dated December 17, 2012, and incorporated herein by reference). |
|   |   |
| 4.5    | Indenture, dated as of May 21, 2015, between FelCor LP, FelCor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, registrar and paying agent (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated May 22, 2015, and incorporated herein by reference). |
|   |   |
| 4.6    | Registration Rights Agreement, dated May 21, 2015, among FelCor LP, FelCor, the subsidiary guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (filed as Exhibit 4.2 to FelCor’s Form 8-K, dated May 22, 2015, and incorporated herein by reference). |
|   |   |
| 10.1   | Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of December 31, 2001 (filed as Exhibit 10.1 to FelCor’s Form 10-K for the fiscal year ended December 31, 2001 (the “2001 Form 10-K”) and incorporated herein by reference). |
|   |   |
| 10.1.1 | First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated April 1, 2002 (filed as Exhibit 10.1.1 to FelCor’s Form 8-K, dated April 1, 2002, and incorporated herein by reference). |
|   |   |
| 10.1.2 | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated August 31, 2002 (filed as Exhibit 10.1.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”) and incorporated herein by reference). |
|   |   |
| 10.1.3 | Third Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated October 1, 2002 (filed as Exhibit 10.1.3 to the 2002 Form 10-K and incorporated herein by reference). |
|   |   |
| 10.1.4 | Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of July 1, 2003 (filed as Exhibit 10.1.4 to FelCor’s Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). |
|   |   |
| 10.1.5 | Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 2, 2004 (filed as Exhibit 10.1.5 to FelCor’s Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). |
|   |   |
| 10.1.6 | Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 23, 2004 (filed as Exhibit 10.1.6 to FelCor’s Form 8-K, dated August 26, 2004, and incorporated herein by reference). |
|   |   |
| 10.1.7 | Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and Restated Agreement of Limited Partnership of FelCor L P (filed as Exhibit 10.1.8 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
|   |   |
| 10.1.8 | Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 30, 2005 (filed as Exhibit 10.1.9 to FelCor’s Form 8-K, dated August 29, 2005, and incorporated herein by reference). |
|   |   |
| 10.2   | Employment Agreement, dated as of February 10, 2017, by and between FelCor and Steven R. Goldman (filed as Exhibit 10.1 to the FelCor’s Form 8-K, dated February 16, 2017, and incorporated herein by reference). |

----

|        |
|--------|
|        |  |
|   |   |
| 10.2.1 | Change in Control and Severance Agreement dated as of February 10, 2017, by and between FelCor and Steven R. Goldman (filed as Exhibit 10.2 to FelCor’s Form 8-K, dated February 16, 2017, and incorporated herein by reference). |
|   |   |
| 10.3   | Executive Employment Agreement dated October 19, 2007, between FelCor and Richard A. Smith (filed as Exhibit 10.1 to FelCor’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference). |
|   |   |
| 10.3.1 | Letter dated October 16, 2012 amending the 2007 Employment Agreement between FelCor and Richard A. Smith (filed as Exhibit 10.3 to FelCor’s Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference). |
|   |   |
| 10.3.2 | Retirement, Severance and Release Agreement, dated as of September 16, 2016, by and between FelCor and Richard A. Smith (filed as Exhibit 10.3 to FelCor’s Form 8-K, dated September 19, 2016, and incorporated herein by reference). |
|   |   |
| 10.4   | Form of 2007 Change in Control and Severance Agreement between FelCor and each of Michael Hughes, Thomas Hendrick, Troy Pentecost, Jon Yellen and Tom Corcoran (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated October 23, 2007, and incorporated herein by reference). |
|   |   |
| 10.4.1 | Amendment to Change in Control and Severance Agreement dated October 29, 2015 between FelCor and Tom Corcoran. |
|   |   |
| 10.5   | Savings and Investment Plan of FelCor (filed as Exhibit 10.10 to the 2001 Form 10-K and incorporated herein by reference). |
|   |   |
| 10.6   | FelCor’s 2005 Restricted Stock and Stock Option Plan (as amended through October 29, 2012) (filed as Exhibit 10.1 to FelCor’s Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference). |
|   |   |
| 10.7   | Form of Performance Equity Grant Agreement (filed as Exhibit 10.2 to FelCor’s Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference). |
|   |   |
| 10.8   | 2014 Equity Compensation Plan, as amended and restated (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated October 27, 2016, and incorporated herein by reference). |
|   |   |
| 10.9   | Form of Equity Grant Agreement (Time Vesting) (filed as Exhibit 10.2 to Felcor’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference). |
|   |   |
| 10.10  | Form of Performance Equity Grant Agreement (Market Performance). (filed as Exhibit 10.3 to Felcor’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference). |
|   |   |
| 10.11  | Form of Performance Equity Grant Agreement (Financial Performance) (filed as Exhibit 10.4 to Felcor’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference). |
|   |   |
| 10.12  | Form of Restricted Stock Award (filed as Exhibit 10.5 to Felcor’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference). |
|   |   |
| 10.13  | General Terms and Conditions Applicable to Restricted Stock Awards (filed as Exhibit 10.6 to Felcor’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference). |
|   |   |

----

|       |
|-------|
|       |  |
| 10.14 | Equity Grant Agreement, dated as of September 19, 2016, by and between FelCor Lodging Trust Incorporated (“FelCor”) and Troy A. Pentecost (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated September 19, 2016, and incorporated herein by reference). |

|         |
|---------|
|         |  |
| 10.15   | Form of Indemnification Agreement by and among FelCor, FelCor LP and individual officers and directors of FelCor (filed as Exhibit 10.1 to FelCor’s 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference; superseding the form of Indemnification Agreement that was filed as Exhibit 10.1 to FelCor’s Form 8-K, dated November 9, 2006, and incorporated herein by reference.) |
|    |   |
| 10.16   | Form of Guaranty Agreement by and among FelCor, FelCor LP and individual employees of FelCor (filed as Exhibit 10.2 to FelCor’s Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference). |
|    |   |
| 10.17   | Incentive Compensation Program for Executive Officers, as amended (filed as Exhibit 10.2 to FelCor’s Form 8-K, dated September 19, 2016, and incorporated herein by reference). |
|    |   |
| 10.18   | Summary of Annual Compensation Program for Directors of FelCor (filed as Exhibit 10.16 to FelCor’s Form 10-K for the year ended December 31, 2014, and incorporated herein by reference). |
|    |   |
| 10.19   | Second Amended and Restated Credit Agreement, dated as of June 4, 2015, among FelCor Austin Downtown Hotel, L.L.C., FelCor Copley Plaza Owner, L.L.C., FelCor/LAX Hotels, L.L.C., Charleston Mills House Hotel, L.L.C., FelCor Santa Monica Owner, L.L.C., FelCor Union Square Hotel, L.L.C., FelCor St. Pete Owner, L.L.C., FelCor Austin Downtown Lessee, L.L.C., FelCor Copley Plaza Leasing, L.L.C., FelCor LAX Lessee, L.L.C., Charleston Mills House Lessee, L.L.C., FelCor Santa Monica Lessee, L.L.C., FelCor Union Square Lessee, L.L.C., and FelCor St. Pete Leasing (SPE), L.L.C., as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated June 9, 2015, and incorporated herein by reference). |
|    |   |
| 10.19.1 | Second Amended and Restated Guaranty Agreement to the Second Amended and Restated Revolving Credit Agreement, dated as of June 4, 2015, by FelCor and FelCor LP in favor of JPMorgan Chase Bank, N.A., as administrative agent, on behalf of the lenders (filed as Exhibit 10.2 to FelCor’s Form 8-K, dated June 9, 2015, and incorporated herein by reference). |
|    |   |
| 10.19.2 | Form of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing under the Second Amended and Restated Revolving Credit Agreement for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (filed as Exhibit 10.3 to FelCor’s Form 8-K, dated June 9, 2015, and incorporated herein by reference). |
|    |   |
| 10.19.3 | Form of Pledge and Security Agreement under the Second Amended and Restated Revolving Credit Agreement in favor of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (filed as Exhibit 10.4 to FelCor’s Form 8-K, dated June 9, 2015, and incorporated herein by reference). |
|    |   |
| 10.20   | Form of [Fee and] Leasehold Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for the benefit of U.S. Bank National Association, as collateral agent, relating to FelCor LP’s 5.625% Senior Secured Notes due 2023 (filed as Exhibit 10.3 to FelCor’s Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference). |
|    |   |
| 10.20.1 | Pledge Agreement, dated as of December 17, 2012, by FelCor LP, in favor of U.S. Bank National Association, as collateral agent (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated December 17, 2012, and incorporated herein by reference). |

----

|              |
|--------------|
|              |  |
|         |   |
| 10.21        | Letter Agreement dated February 18, 2016 between FelCor and Land & Buildings Investment Management LLC (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated February 19, 2016, and incorporated herein by reference). |
|         |   |
| 10.22        | Letter Agreement dated January 20, 2017 between FelCor and Snow Park Capital Partners, LP. (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated January 20, 2017, and incorporated herein by reference). |
|         |   |
| 21.1*        | List of Subsidiaries of FelCor. |
|         |   |
| 21.2*        | List of Subsidiaries of FelCor LP. |
|         |   |
| 23*          | Consent of PricewaterhouseCoopers LLP. |
|         |   |
| 31.1*        | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
|         |   |
| 31.2*        | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
|         |   |
| 31.3*        | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
|         |   |
| 31.4*        | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
|         |   |
| 31.5‡  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
|         |   |
| 31.6‡  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
|         |   |
| 31.7‡  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
|         |   |
| 31.8‡  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
|         |   |
| 32.1*† | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor. |
|         |   |
| 32.2*† | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor LP. |
|         |   |

----

|          |
|----------|
|          |  |
| 101.INS* | XBRL Instance Document. |
|     |   |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. |
|     |   |
| 101.CAL* | XBRL Taxonomy Calculation Linkbase Document. |
|     |   |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
|     |   |
| 101.LAB* | XBRL Taxonomy Label Linkbase Document. |
|     |   |
| 101.PRE* | XBRL Taxonomy Presentation Linkbase Document. |

----

|                |
|----------------|
|                |  |  |  |
|           |  FELCOR LODGING TRUST INCORPORATED |
|           |   |   |   |
|           |   |   |   |
|           |   |   |   |
| April 28, 2017 |  By: | /s/ Michael C. Hughes |
|           |   | Name: | Michael C. Hughes |
|           |   | Title: | Executive Vice President and Chief Financial Officer |

|                |
|----------------|
|                |  |  |  |
|           | FELCOR LODGING LIMITED PARTNERSHIP |
|           | a Delaware limited partnership |
|           |   |   |   |
|           | By: | FelCor Lodging Trust Incorporated |
|           |   | Its General Partner |
|           |   |   |   |
| April 28, 2017 | By: | /s/ Michael C. Hughes |
|           |   | Name: | Michael C. Hughes |
|           |   | Title: | Executive Vice President and Chief Financial Officer |