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                                DEPOSIT AGREEMENT

      This DEPOSIT AGREEMENT (this "Agreement"), dated as of April 7, 2005,
among FelCor Lodging Trust Incorporated, a Maryland corporation (the "Company"),
SunTrust Bank, a Georgia banking corporation, as Depositary ("Depositary"), and
all holders from time to time of Receipts (as hereinafter defined) issued
hereunder.

                              W I T N E S S E T H:

      WHEREAS, it is desired to provide, as hereinafter set forth in this
Agreement, for the deposit of the Company's Preferred Shares (as hereinafter
defined) with the Depositary for the purposes set forth in this Agreement and
for the issuance hereunder of the Receipts evidencing Depositary Shares (as
hereinafter defined) representing a fractional interest in the Preferred Shares
deposited; and

      WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed to this Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Agreement;

      NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed by and among the parties hereto as follows:

                                    ARTICLE I

                                   DEFINITIONS

      The following definitions shall apply to the respective terms (in the
singular and plural forms of such terms) used in this Agreement and the
Receipts:

      SECTION 1.1 "Agreement" shall mean this Agreement, as the same may be
amended, modified or supplemented from time to time.

      SECTION 1.2 "Articles Supplementary" shall mean the articles supplementary
to the Charter filed with the Department of Assessments and Taxation of the
State of Maryland establishing the Preferred Shares as a series of preferred
shares of the Company.

      SECTION 1.3 "Charter" shall mean the Articles of Amendment and
Restatement, as supplemented, corrected and amended from time to time, of the
Company.

      SECTION 1.4 "Company" shall mean FelCor Lodging Trust Incorporated, a
Maryland corporation, and its successors.

      SECTION 1.5 "Corporate Office" shall mean the corporate office of the
Depositary at which at any particular time its business in respect of matters
governed by this Agreement shall

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be administered, which at the date of this Agreement is located at 58 Edgewood
Avenue, N.E., Atlanta, Georgia 30303.

      SECTION 1.6 "Depositary" shall mean SunTrust Bank, a bank having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000, and any successor as depositary hereunder.

      SECTION 1.7 "Depositary Share" shall mean a 1/100 fractional interest of a
Preferred Share deposited with the Depositary hereunder and the same
proportionate interest in any and all other property received by the Depositary
in respect of such Preferred Share and held under this Agreement, all as
evidenced by the Receipts issued hereunder. Subject to the terms of this
Agreement, each owner of a Depositary Share is entitled, proportionately, to all
the rights, preferences and privileges of the Preferred Share represented by
such Depositary Share, including the dividend, voting, redemption, conversion
and liquidation rights contained in the Articles Supplementary.

      SECTION 1.8 "Depositary's Agent" shall mean an agent appointed by the
Depositary as provided, and for the purposes specified, in Section 8.5.

      SECTION 1.9 "Preferred Shares" shall mean the 8% Series C Cumulative
Redeemable Preferred Stock, par value $0.01 per share, of the Company heretofore
validly issued, fully paid and nonassessable.

      SECTION 1.10 "Receipt" shall mean a receipt issued hereunder to evidence
one or more Depositary Shares, whether in definitive or temporary form,
substantially in the form set forth as Exhibit A hereto.

      SECTION 1.11 "Record Date" shall mean the date fixed pursuant to Section
4.4.

      SECTION 1.12 "Record Holder" or "Holder", as applied to a Receipt, shall
mean the person in whose name a Receipt is registered on the books maintained by
the Depositary for such purpose.

      SECTION 1.13 "Registrar" shall mean SunTrust Bank or any bank or trust
company appointed to register ownership and transfers of Receipts or the
deposited Preferred Shares, as the case may be, as herein provided.

      SECTION 1.14 "Securities Act" shall mean the Securities Act of 1933, as
amended.

      SECTION 1.15 "Transfer Agent" shall mean SunTrust Bank or any bank or
trust company appointed to transfer the Receipts or the deposited Preferred
Shares, as the case may be, as herein provided.

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                                   ARTICLE II

                 FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES,
                        EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

      SECTION 2.1 Form and Transferability of Receipts. Definitive Receipts
shall be engraved or printed or lithographed with steel-engraved borders and
underlying tint and shall be substantially in the form set forth in Exhibit A
annexed to this Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company delivered in
compliance with Section 2.2, shall execute and deliver temporary Receipts, which
may be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts. If temporary Receipts are issued, the Company
and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at the Corporate Office or such other offices, if any, as the
Depositary may designate, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary shall execute
and deliver, in exchange therefor, definitive Receipts representing the same
number of Depositary Shares as represented by the surrendered temporary Receipt
or Receipts. Such exchange shall be made at the Company's expense and without
any charge therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with respect
to the Preferred Shares deposited, as definitive Receipts.

      Receipts shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized signatory of the Depositary, provided that if a
Registrar (other than the Depositary) shall have been appointed, then such
Receipts shall also be countersigned by manual signature of a duly authorized
signatory of the Registrar. No Receipt shall be entitled to any benefits under
this Agreement or be valid or obligatory for any purpose, unless it shall have
been executed as provided in the preceding sentence. The Depositary shall record
on its books each Receipt executed as provided above and delivered as
hereinafter provided.

      Except as the Depositary may otherwise determine, Receipts shall be in
denominations of any number of whole Depositary Shares. All Receipts shall be
dated the date of their issuance.

      Receipts may be endorsed with, or have incorporated in the text thereof,
such legends or recitals, or changes not inconsistent with the provisions of
this Agreement, as may be required by the Depositary or required to comply with
any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Preferred Shares or the Depositary Shares or
the Receipts may be listed or to conform with any usage with respect thereto, or
to indicate any special limitations or restrictions to which any particular
Receipt is subject.

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      Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement shall be transferable by delivery with the
same effect as in the case of a negotiable instrument; provided, however, that
until a Receipt shall be transferred on the books of the Depositary as provided
in Section 2.4, the Depositary may, notwithstanding any notice to the contrary,
treat the Record Holder thereof at such time as the absolute owner thereof for
the purpose of determining the person entitled to distributions of dividends or
other distributions, the exercise of any conversion rights or to any notice
provided for in this Agreement and for all other purposes.

      SECTION 2.2 Deposit of Preferred Shares; Execution and Delivery of
Receipts in Respect Thereof. Concurrently with the execution of this Agreement,
the Company is delivering to the Depositary a certificate or certificates,
registered in the name of the Depositary and evidencing Preferred Shares,
properly endorsed or accompanied, if required by the Depositary, by a duly
executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with (i) all such certifications as may be required by the
Depositary in accordance with the provisions of this Agreement and (ii) a
written order of the Company directing the Depositary to execute and deliver to,
or upon the written order of, the person or persons stated in such order a
Receipt or Receipts for the Depositary Shares representing such deposited
Preferred Shares. The Depositary hereby acknowledges receipt of the deposited
Preferred Shares and related documentation and agrees to hold such deposited
Preferred Shares in an account to be established by the Depositary at the
Corporate Office or at such other office as the Depositary shall determine. The
Company hereby appoints the Depositary as the Registrar and Transfer Agent for
Preferred Shares deposited hereunder, and the Depositary hereby accepts such
appointment and, as such, will reflect changes in the number of shares
(including any fractional shares) of deposited Preferred Shares held by it by
notation, book-entry or other appropriate method.

      If required by the Depositary, Preferred Shares presented for deposit by
the Company at any time, whether or not the register of shareholders of the
Company is closed, shall also be accompanied by an agreement or assignment, or
other instrument satisfactory to the Depositary, that will provide for the
prompt transfer to the Depositary or its nominee of any dividend or right to
subscribe for additional Preferred Shares or to receive other property that any
person in whose name the Preferred Shares is or has been registered may
thereafter receive upon or in respect of such deposited Preferred Shares, or in
lieu thereof such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.

      Upon receipt by the Depositary of a certificate or certificates for
Preferred Shares deposited hereunder, together with the other documents
specified above, and upon registering such Preferred Shares in the name of the
Depositary, the Depositary, subject to the terms and conditions of this
Agreement, shall execute and deliver to, or upon the order of, the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.2, a Receipt or Receipts for the number of
whole Depositary Shares representing the Preferred Shares so deposited and
registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Corporate Office, except that, at the request, risk and expense of any person
requesting such delivery, such delivery may be made at such other place as may
be designated by such person.

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      Other than in the case of splits, combinations or other reclassifications
affecting the Preferred Shares, or in the case of dividends or other
distributions of Preferred Shares, if any, there shall be deposited hereunder
not more than the number of shares constituting the Preferred Shares as set
forth in the Articles Supplementary, as such may be amended.

      The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Agreement.

      SECTION 2.3 Optional Redemption of Preferred Shares for Cash. Whenever the
Company shall elect to redeem deposited Preferred Shares for cash in accordance
with the provisions of the Articles Supplementary, it shall (unless otherwise
agreed in writing with the Depositary) give the Depositary not less than 30 nor
more than 60 days prior written notice of the date of such proposed redemption
and of the number of such Preferred Shares held by the Depositary to be redeemed
and the applicable redemption price, as set forth in the Articles Supplementary,
including the amount, if any, of accrued and unpaid dividends to the date of
such redemption. The Depositary shall mail, first-class postage prepaid, notice
of the redemption of Preferred Shares and the proposed simultaneous redemption
of the Depositary Shares representing the Preferred Shares to be redeemed, not
less than 30 nor more than 60 days prior to the date fixed for redemption of
such Preferred Shares and Depositary Shares (the "cash redemption date"), to the
holders of record on the record date fixed for such redemption pursuant to
Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so
redeemed, at the addresses of such holders as the same appear on the records of
the Depositary; but neither failure to mail any such notice to one or more such
holders nor any defect in any such notice shall affect the sufficiency of the
proceedings for redemption as to other holders. The Company shall provide the
Depositary with such notice, and each such notice shall state: the cash
redemption date; the cash redemption price; the number of deposited Preferred
Shares and Depositary Shares to be redeemed; if fewer than all the Depositary
Shares held by any holder are to be redeemed, the number of such Depositary
Shares held by such holder to be so redeemed; the place or places where Receipts
evidencing Depositary Shares to be redeemed are to be surrendered for payment of
the cash redemption price; and that from and after the cash redemption date
dividends in respect of the Preferred Shares represented by the Depositary
Shares to be redeemed will cease to accrue. If fewer than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall
be selected pro rata (as nearly as may be practicable without creating
fractional Depositary Shares) or by any other equitable method determined by the
Company. The Company may also cause notice of redemption to be published in the
Wall Street Journal or New York Times or, if neither is being published, in any
other newspaper of national circulation, prior to the cash redemption date.

         In the event that notice of redemption has been made as described in
the immediately preceding paragraph and the Company shall then have paid in full
to the Depositary the cash redemption price (determined pursuant to the Articles
Supplementary) of the Preferred Shares deposited with the Depositary to be
redeemed (including any accrued and unpaid dividends to the date of redemption),
the Depositary shall redeem the number of Depositary Shares

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representing such Preferred Shares so called for redemption by the Company and
from and after the cash redemption date (unless the Company shall have failed to
redeem the Preferred Shares to be redeemed by it as set forth in the Company's
notice provided for in the preceding paragraph), all dividends in respect of the
Preferred Shares called for redemption shall cease to accrue, the Depositary
Shares called for redemption shall be deemed no longer to be outstanding and all
rights of the holders of Receipts evidencing such Depositary Shares (except the
right to receive the cash redemption price and any money or other property to
which holders of such Receipts were entitled upon such redemption) shall, to the
extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary shall so
require), such Depositary Shares shall be redeemed at a cash redemption price of
$25.00 per Depositary Share plus any other money and other property payable in
respect of such Preferred Shares. The foregoing shall be further subject to the
terms and conditions of the Articles Supplementary.

      If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with payment of the cash
redemption price for and all other amounts payable in respect of the Depositary
Shares called for redemption, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.

      SECTION 2.4 Registration of Transfers of Receipts. The Company hereby
appoints the Depositary as the Registrar and Transfer Agent for the Receipts and
the Depositary hereby accepts such appointment and, as such, shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.

      SECTION 2.5 Combinations and Split-Ups of Receipts. Upon surrender of a
Receipt or Receipts at the Corporate Office or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denominations requested evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.

      SECTION 2.6 Surrender of Receipts and Withdrawal of Preferred Shares. Any
holder of a Receipt or Receipts may withdraw any or all of the deposited
Preferred Shares represented by the Depositary Shares evidenced by such Receipt
or Receipts and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office or at such office as the Depositary may designate for such withdrawals,
provided that a holder of a Receipt or Receipts may not withdraw such Preferred
Shares (or money and other property, if any, represented thereby) that have
previously been called for redemption. After such surrender, without
unreasonable delay, the Depositary shall deliver to

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such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole or fractional shares of such Preferred
Shares and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole or fractional Preferred Shares will not
thereafter be entitled to deposit such Preferred Shares hereunder or to receive
Depositary Shares therefor. If the Receipt or Receipts delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole or fractional shares of deposited Preferred Shares to be
withdrawn, the Depositary shall at the same time, in addition to such number of
whole or fractional Preferred Shares and such money and other property, if any,
to be withdrawn, deliver to such holder, or (subject to Section 2.4) upon his
order, a new Receipt or Receipts evidencing such excess number of Depositary
Shares. Delivery of such Preferred Shares and such money and other property
being withdrawn may be made by the delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate, which, if
required by the Depositary, shall be properly endorsed or accompanied by proper
instruments of transfer.

      If the deposited Preferred Shares and the money and other property being
withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of Preferred
Shares, such holder shall execute and deliver to the Depositary a written order
so directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such Preferred Shares be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer or endorsement in blank.

      The Depositary shall deliver the deposited Preferred Shares and the money
and other property, if any, represented by the Depositary Shares evidenced by
Receipts surrendered for withdrawal at the Corporate Office, except that, at the
request, risk and expense of the holder surrendering such Receipt or Receipts
and for the account of the holder thereof, such delivery may be made at such
other place as may be designated by such holder.

      SECTION 2.7 Limitations on Execution and Delivery, Transfer, Split-Up,
Combination, Surrender and Exchange of Receipts. As a condition precedent to the
execution and delivery, transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary's Agents or the Company
may require any or all of the following: (i) payment to it of a sum sufficient
for the payment (or, in the event that the Depositary or the Company shall have
made such payment, the reimbursement to it) of any tax or other governmental
charge with respect thereto (including any such tax or charge with respect to
the Preferred Shares being deposited or withdrawn); (ii) the production of proof
satisfactory to it as to the identity and genuineness of any signature (or the
authority of any signature); and (iii) compliance with such regulations, if any,
as the Depositary or the Company may establish consistent with the provisions of
this Agreement as may be required by any securities exchange upon which the
deposited Preferred Shares, the Depositary Shares or the Receipts may be
included for quotation or listed.

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      The deposit of Preferred Shares may be refused, the delivery of Receipts
against Preferred Shares may be suspended, the transfer of Receipts may be
refused, and the transfer, split-up, combination, surrender, exchange or
redemption of outstanding Receipts may be suspended (i) during any period when
the register of shareholders of the Company is closed or (ii) if any such action
is deemed reasonably necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission,
or under the Charter or under any provision of this Agreement.

      SECTION 2.8 Lost Receipts, Etc. In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary, in its discretion, may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, provided that the holder thereof provides the Depositary with
(i) evidence reasonably satisfactory to the Depositary of such destruction, loss
or theft of such Receipt, of the authenticity thereof and of his ownership
thereof and (ii) reasonable indemnification satisfactory to the Depositary and
the Company.

      SECTION 2.9 Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so cancelled.

                                   ARTICLE III

                             CERTAIN OBLIGATIONS OF
                       HOLDERS OF RECEIPTS AND THE COMPANY

      SECTION 3.1 Filing Proofs, Certificates and Other Information. Any person
presenting Preferred Shares for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence or other information,
to execute such certificates and to make such representations and warranties as
the Depositary or the Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold or delay the delivery of any Receipt, the
transfer, redemption or exchange of any Receipt, the withdrawal of the deposited
Preferred Shares represented by the Depositary Shares evidenced by any Receipt,
the distribution of any dividend or other distribution or the sale of any rights
or of the proceeds thereof, until such proof or other information is filed, such
certificates are executed or such representations and warranties are made.

      SECTION 3.2 Payment of Fees and Expenses. Holders of Receipts shall be
obligated to make payments to the Depositary of certain fees and expenses, as
provided in Section 6.7, or provide evidence reasonably satisfactory to the
Depositary that such fees and expenses have been paid. Until such payment is
made, transfer of any Receipt or any withdrawal of the Preferred Shares or money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused, any dividend or other distribution may be withheld,
and any part or all of the Preferred Shares or other property represented by the
Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable

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means to notify such holder a reasonable number of days prior to such sale). Any
dividend or other distribution so withheld and the proceeds of any such sale may
be applied to any payment of such fees or expenses, the holder of such Receipt
remaining liable for any deficiency.

      SECTION 3.3 Representations and Warranties as to Preferred Shares. In the
case of the initial deposit of the Preferred Shares hereunder, the Company and,
in the case of subsequent deposits thereof, each person so depositing Preferred
Shares under this Agreement shall be deemed thereby to represent and warrant
that such Preferred Shares and each certificate therefor are valid and that the
person making such deposit is duly authorized to do so. The Company hereby
further represents and warrants that such Preferred Shares, when issued, will be
validly issued, fully paid and nonassessable. Such representations and
warranties shall survive the deposit of the Preferred Shares and the issuance of
Receipts.

      SECTION 3.4 Representation and Warranty as to Receipts and Depositary
Shares. The Company hereby represents and warrants that the Receipts, when
issued, will evidence legal and valid interests in the Depositary Shares and
each Depositary Share will represent a legal and valid 1/100 fractional interest
in a deposited Preferred Share. Such representation and warranty shall survive
the deposit of the Preferred Shares and the issuance of Receipts evidencing the
Depositary Shares.

                                   ARTICLE IV

                          THE PREFERRED SHARES; NOTICES

      SECTION 4.1 Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on the deposited Preferred Shares,
including any cash received upon redemption of any Preferred Shares pursuant to
Section 2.3, the Depositary shall, subject to Section 3.2, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of such sum as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the Depositary shall be
required to and shall withhold from any cash dividend or other cash distribution
in respect of the Preferred Shares represented by the Receipts held by any
holder an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares represented by such Receipts
subject to such withholding shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any holder of
Receipts a fraction of one cent, and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be
added to and be treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding.

      SECTION 4.2 Distributions Other Than Cash. Whenever the Depositary shall
receive any distribution other than cash on the deposited Preferred Shares, the
Depositary shall, subject to Section 3.2, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.4 such amounts of the
securities or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the

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Receipts held by such holders, in any manner that the Depositary and the Company
may deem equitable and practicable for accomplishing such distribution. If, in
the opinion of the Depositary after consultation with the Company, such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes), the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received or any part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to
Section 3.2, be distributed or made available for distribution, as the case may
be, by the Depositary to record holders of Receipts as provided by Section 4.1
in the case of a distribution received in cash. The Company shall not make any
distribution of such securities or property to the holders of Receipts unless
the Company shall have provided to the Depositary an opinion of counsel stating
that such securities or property have been registered under the Securities Act
or do not need to be registered.

      SECTION 4.3 Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer, or cause to be offered, to the persons in whose names
deposited Preferred Shares are registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Company shall
instruct (including by the issue to such record holders of warrants representing
such rights, preferences or privileges); provided, however, that (a) if at the
time of issue or offer of any such rights, preferences or privileges the Company
determines upon advice of its legal counsel that it is not lawful or feasible to
make such rights, preferences or privileges available to the holders of Receipts
(by the issue of warrants or otherwise) or (b) if and to the extent instructed
by holders of Receipts who do not desire to exercise such rights, preferences or
privileges, the Depositary shall then, if so instructed by the Company, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2,
be distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.1 in the case of a distribution received in
cash. The Company shall not make any distribution of such rights, preferences or
privileges, unless the Company shall have provided to the Depositary an opinion
of counsel stating that such rights, preferences or privileges have been
registered under the Securities Act or applicable state securities laws or do
not need to be registered.

      If registration under the Securities Act or applicable state securities
laws of the securities to which any rights, preferences or privileges relate is
required in order for holders of Receipts to be offered or sold the securities
to which such rights, preferences or privileges relate, the Company agrees that
it will promptly file a registration statement pursuant to the Securities Act or
applicable state securities laws with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences

                                       10
<PAGE>

or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement shall have become
effective or unless the offering and sale of such securities to such holders are
exempt from registration under the provisions of the Securities Act or
applicable state securities laws and the Company shall have provided to the
Depositary an opinion of counsel to such effect.

      If any other action under the law of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company agrees to use its best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges.

      SECTION 4.4 Notice of Dividends; Fixing of Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
deposited Preferred Shares, or whenever the Depositary shall receive notice of
(i) any meeting at which holders of such Preferred Shares are entitled to vote
or of which holders of such Preferred Shares are entitled to notice or (ii) any
election on the part of the Company to redeem any such Preferred Shares, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Preferred
Shares) for the determination of the holders of Receipts who shall be entitled
to receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or whose
Depositary Shares are to be so redeemed.

         SECTION 4.5 Voting Rights. Upon receipt of notice of any meeting at
which the holders of deposited Preferred Shares are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.4 will be entitled, subject to any
applicable provision of law, to instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of Preferred Shares represented by
their respective Depositary Shares and (iii) a brief statement as to the manner
in which such instructions may be given. Upon the written request of a holder of
a Receipt on such record date, the Depositary shall vote, or cause to be voted,
the amount of Preferred Shares represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. To
the extent such instructions request the voting of a fractional interest of a
share of deposited Preferred Shares, the Depositary shall aggregate such
interest with all other fractional interests resulting from requests with the
same voting instructions and shall vote the number of whole votes resulting from
such aggregation in accordance with the instructions received in such requests.
Each Preferred Share is entitled to 100 votes and, accordingly, each Depositary
Share is entitled to one vote. The Company hereby agrees to take all reasonable
action that may be deemed necessary by the Depositary in order to

                                       11
<PAGE>

enable the Depositary to vote such Preferred Shares or cause such Preferred
Shares to be voted. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting to the extent of the Preferred
Shares represented by the Depositary Shares evidenced by such Receipt. The
Depositary shall not be required to exercise discretion in voting any Preferred
Shares represented by the Depositary Shares evidenced by such Receipt.

      SECTION 4.6 Changes Affecting Preferred Shares and Reclassifications,
Recapitalization, Etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of Preferred Shares, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party or sale of all or substantially
all of the Company's assets, the Depositary shall, upon the instructions of the
Company: (i) make such adjustments in (a) the fraction of an interest
represented by one Depositary Share in one Preferred Share and (b) the ratio of
the redemption price per Depositary Share to the redemption price of a Preferred
Share, in each case as may be required by, or as is consistent with, the
provisions of the Articles Supplementary to fully reflect the effects of such
change in liquidation value, split-up, combination or other reclassification of
Shares, or of such recapitalization, reorganization, merger, consolidation or
sale and (ii) treat any shares or other securities or property (including cash)
that shall be received by the Depositary in exchange for or upon conversion of
or in respect of the Preferred Shares as new deposited property under this
Agreement, and Receipts then outstanding shall thenceforth represent the
proportionate interests of holders thereof or the new deposited property so
received in exchange for or upon conversion of or in respect of such Preferred
Shares. In any such case the Depositary may, in its discretion, with approval of
the Company, execute and deliver additional Receipts, or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited property. Anything to the contrary
herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Preferred Shares or any such
recapitalization, reorganization, merger, amalgamation or consolidation or sale
of substantially all the assets of the Company to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Preferred
Shares represented thereby only into or for, as the case may be, the kind and
amount of shares and other securities and property and cash into which the
deposited Preferred Shares evidenced by such Receipts might have been converted
or for which such Preferred Shares might have been exchanged or surrendered
immediately prior to the effective date of such transaction. The Company shall
cause effective provision to be made in the charter of the resulting or
surviving corporation (if other than the Company) for protection of such rights
as may be applicable upon exchange of the deposited Preferred Shares for
securities or property or cash of the surviving corporation in connection with
the transactions set forth above. The Company shall cause any such surviving
corporation (if other than the Company) expressly to assume the obligations of
the Company hereunder.

      SECTION 4.7 Inspection of Reports. The Depositary shall make available for
inspection by holders of Receipts at the Corporate Office and at such other
places as it may from time to time deem advisable during normal business hours
any reports and communications received from the Company that are both received
by the Depositary as the holder of deposited Preferred Shares and made generally
available to the holders of the Preferred Shares. In addition, the Depositary
shall transmit certain notices and reports to the holders of Receipts as
provided in Section 6.5.

                                       12
<PAGE>

      SECTION 4.8 Lists of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to the Company a list, as of a
recent date specified by the Company, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary.

      SECTION 4.9 Tax and Regulatory Compliance. The Depositary shall be
responsible for (i) preparation and mailing of form 1099's for all open and
closed accounts, (ii) foreign tax withholding, (iii) withholding 28% (or any
withholding as may be required at the then applicable rate) of dividends from
eligible holders of Receipts if directed to do so by the Company or required to
do so by applicable law, (iv) mailing W-9 forms to new holders of Receipts
without a certified taxpayer identification number, (v) processing certified W-9
forms, (vi) preparation and filing of state information returns and (vii)
escheatment services.

      SECTION 4.10 Withholding. Notwithstanding any other provision of this
Agreement, in the event that the Depositary determines that any distribution in
property is subject to any tax which the Depositary is obligated by law to
withhold, the Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the holders of Receipts entitled
thereto in proportion to the number of Depositary Shares held by them
respectively.

                                    ARTICLE V

                            RESTRICTIONS ON OWNERSHIP

      SECTION 5.1 Definitions. For purposes of this Article V, the following
terms shall have the following meanings:

            "Beneficial Ownership" shall mean ownership of Depositary Shares by
a Person who would be treated as an owner of such Depositary Shares either
directly or indirectly through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner,"
"Beneficially Owns" and "Beneficially Owned" shall have correlative meanings.

            "Beneficiary" shall mean, with respect to any Trust, one or more
organizations described in each of Section 170(b)(1)(A) and Section 170(c) of
the Code which are named by the Company as the beneficiary or beneficiaries of
such Trust.

            "Code" shall mean the Internal Revenue Code of 1986, as amended.

            "Constructive Ownership" shall mean ownership of Depositary Shares
by a Person who would be treated as an owner of such Depositary Shares either
directly or indirectly

                                       13
<PAGE>

through the application of Section 318 of the Code, as modified by Section
856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and
"Constructively Owned" shall have correlative meanings.

            "Market Price" shall mean, on any date and with respect to any
Depositary Share, the average of the Closing Price for the five consecutive
Trading Days ending on such date. The "Closing Price" shall mean, on any date
and with respect to any Depositary Share, the last sale price, regular way, or,
in case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, of such Depositary Share, in either case as reported
in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if
such Depositary Share is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such Depositary Share is listed or admitted to trading or, if such
Depositary Share is not listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if such Depositary Share is not quoted by any
such organization, the average of the closing bid and asked prices of such
Depositary Share as furnished by a professional market maker, selected by the
Board of Directors of the Company, then making a market in such Depositary
Share. "Trading Day" shall mean a day on which the principal national securities
exchange on which such Depositary Share is listed or admitted to trading is open
for the transaction of business or, if such Depositary Share is not listed or
admitted to trading on any national securities exchange, shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

            "Non-Transfer Event" shall mean an event other than a purported
Transfer that would cause any Person to Beneficially Own or Constructively Own
Depositary Shares in excess of the Ownership Limit, including, but not limited
to, the granting of any option or entering into any agreement for the sale,
transfer or other disposition of Depositary Shares or the sale, transfer,
assignment or other disposition of any securities or rights convertible into or
exchangeable for Depositary Shares.

            "Ownership Limit" shall mean 9.9% of the total number of the class
of Depositary Shares outstanding as of such time.

            "Permitted Transferee" shall mean any Person designated as a
Permitted Transferee in accordance with the provisions of this Article V.

            "Person" shall mean an individual, corporation, partnership, limited
liability company, estate, trust, association, joint stock company, government
or agency or subdivision thereof, charitable organization or other entity and
also includes a group as that term is used for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.

                                       14
<PAGE>

            "Prohibited Owner" shall mean, with respect to any purported
Transfer or Non-Transfer Event, any Person who, but for the provisions of this
Article V, would own record title to Depositary Shares.

            "REIT" shall mean a Real Estate Investment Trust under Section 856
of the Code.

            "Restriction Termination Date" shall mean the first day on which the
Board of Directors and the shareholders of the Company determine, in accordance
with the provisions of the Company's Charter that it is no longer in the best
interests of the Company to attempt to, or continue to, qualify as a REIT.

            "Transfer" shall mean any sale, transfer, gift, assignment, devise
or other disposition of Depositary Shares, whether voluntary or involuntary,
whether of record, constructively or beneficially and whether by operation of
law or otherwise.

            "Trust" shall mean any separate trust created pursuant to this
Article V and administered in accordance with the terms of this Article V, for
the exclusive benefit of any Beneficiary.

            "Trustee" shall mean any Person unaffiliated with both the Company
and any Prohibited Owner, such Trustee to be designated by the Company to act as
trustee of any Trust, or any successor trustee thereof.

      SECTION 5.2 Restriction on Transfers. Prior to the Restriction Termination
Date, (i) except as provided in Section 5.9, no Person shall Beneficially Own or
Constructively Own Depositary Shares in excess of the Ownership Limit, (ii)
except as provided in Section 5.9, any Transfer that, if effective, would result
in any Person Beneficially Owning or Constructively Owning Depositary Shares in
excess of the Ownership Limit shall be void ab initio as to the Transfer of that
number of Depositary Shares which would be otherwise Beneficially Owned or
Constructively Owned by such Person in excess of the Ownership Limit, (iii) any
Transfer of Depositary Shares that, if effective, would result in the Company
being "closely held" within the meaning of Section 856(h) of the Code shall be
void ab initio as to the Transfer of that number of Depositary Shares which
would cause the Company to be "closely held" within the meaning of Section
856(h) of the Code, (iv) any Transfer of Depositary Shares that, if effective,
would result in the Company Constructively Owning 10% or more of the ownership
interests in any tenant or subtenant of the Company's real property (including
the real property held by FelCor Lodging Limited Partnership and any other
partnership in which the Company owns an interest), within the meaning of
Section 856(d)(2)(B) of the Code, shall be void ab initio as to the Transfer of
that number of Depositary Shares in excess of the number that could have been
Transferred without such result, and (v) any Transfer of Depositary Shares that,
if effective, would cause the Company to fail to qualify as a REIT shall be void
ab initio as to the Transfer of that number of Depositary Shares in excess of
the number that could have been Transferred without such result; provided that
in the event of any of the above, the intended transferee shall acquire no
rights in such excess Depositary Shares.

                                       15
<PAGE>

      SECTION 5.3 Transfer in Trust. (a) If, notwithstanding any other provision
of this Article V, at any time prior to the Restriction Termination Date, there
is a purported Transfer or Non-Transfer Event such that any Person would either
Beneficially Own or Constructively Own Depositary Shares in excess of the
Ownership Limit, then, (i) except as provided in Section 5.9, the purported
transferee shall acquire no right or interest (or, in the case of a Non-Transfer
Event, the Person holding record title to the Depositary Shares Beneficially
Owned or Constructively Owned by such Beneficial Owner or Constructive Owner,
shall cease to own any right or interest) in such number of Depositary Shares
which would cause such Beneficial Owner or Constructive Owner to Beneficially
own or Constructively Own Depositary Shares in excess of the Ownership Limit,
and (ii) such number of Depositary Shares in excess of the Ownership Limit
(rounded up to the nearest whole share) shall be designated Shares-in-Trust and,
in accordance with the provisions of Section 5.12 of this Article V, transferred
automatically and by operation of law to and held in a Trust. Such transfer to a
Trust and the designation of the shares as Shares-in-Trust shall be effective as
of the close of business on the business day next preceding the date of the
purported Transfer or Non-Transfer Event, as the case may be.

      (b) If, notwithstanding the other provisions contained in this Article V,
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event that, if effective, would cause the Company either to become
"closely held" within the meaning of Section 856(h) of the Code, to
Constructively Own 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest) within the meaning of Section 856(d)(2)(B) of the
Code, or otherwise to fail to qualify as a REIT (other than as a result of a
violation of the requirement, contained in Section 856(a)(5) of the Code, that a
REIT have at least 100 stockholders), then (i) the purported transferee shall
acquire no right or interest (or, in the case of a Non-Transfer Event, the
Person holding record title to the Depositary Shares with respect to which such
Non-Transfer Event occurred, shall cease to own any right or interest) in such
number of Depositary Shares, the ownership of which by such purported transferee
or record holder would cause the Company either to be "closely held" within the
meaning of Section 856(h) of the Code, to violate the 10% limitation of Section
856(d)(2)(B) of the Code or otherwise to fail to qualify as a REIT (other than
as a result of a violation of the 100 stockholder requirement of Section
856(a)(5) of the Code), and (ii) such number of Depositary Shares (rounded up to
the nearest whole share) shall be designated Shares-in-Trust and, in accordance
with the provisions of Section 5.12 of this Article V, transferred automatically
and by operation of law to a Trust to be held therein in accordance with Section
5.12 of this Article V. Such transfer to a Trust shall be effective as of the
close of business on the business day next preceding the date of the Transfer or
Non-Transfer Event, as the case may be.

      SECTION 5.4 Remedies for Breach. If the Company or its designees,
including the Depositary, at any time shall determine in good faith that a
Transfer has taken place in violation of Section 5.2 of this Article V or that a
Person intends to acquire, or has attempted to acquire, Beneficial Ownership or
Constructive Ownership of any Depositary Shares in violation of Section 5.2 of
this Article V, the Board of Directors of the Company, or the Depositary, shall
be authorized and empowered to take such action as it deems advisable to refuse
to give effect to or to prevent such Transfer or acquisition, including, but not
limited to, refusing to give effect to

                                       16
<PAGE>

such Transfer on the books of the Depositary or instituting proceedings to
enjoin such Transfer or acquisition.

      SECTION 5.5 Notice of Restricted Transfer. Any Person who attempts to
acquire, or acquires, Depositary Shares in violation of Section 5.2 of this
Article V, or any Person who holds record title to any Depositary Shares that
were transferred to a Trust pursuant to the provisions of Section 5.3 of this
Article V, shall immediately give written notice to the Company of such event
and shall provide to the Company such other information as the Company may
request in order to determine the effect, if any, of such purported Transfer or
the Non-Transfer Event, as the case may be, on the Company's status as a REIT.

      SECTION 5.6 Owners Required to Provide Information. Prior to the
Restriction Termination Date: (i) each Person who is a Beneficial Owner or
Constructive Owner of more than 5% (or such lower percentage as may be required
pursuant to the Code or regulations issued under the Code) of the outstanding
Depositary Shares shall, no later than January 30 of each year, give written
notice to the Company stating the name and address of such Beneficial Owner or
Constructive Owner, the number of Depositary Shares Beneficially Owned or
Constructively Owned and a description of how such shares are held. Each such
Beneficial Owner or Constructive Owner shall provide to the Company such
additional information as the Company may request in order to determine the
effect, if any, of such Beneficial Ownership on the Company's status as a REIT
and to ensure compliance with the Ownership Limit and (ii) each Person who is a
Beneficial Owner or Constructive Owner of Depositary Shares and each Person
(including a stockholder of record) who is holding Depositary Shares for a
Beneficial Owner or Constructive Owner shall provide to the Company, promptly
following any request therefor, such information as the Company may deem
necessary in order to determine the Company's status as a REIT and to ensure
compliance with the Ownership Limit.

      SECTION 5.7 Remedies Not Limited. Nothing in this Article V shall limit
the authority of the Board of Directors of the Company or the Depositary to take
any and all lawful actions, whether or not specifically set forth herein, as
they deem necessary or advisable to protect the Company and the interests of its
shareholders by preserving the Company's status as a REIT and by ensuring
compliance with the Ownership Limit.

      SECTION 5.8 Ambiguity. In the case of an ambiguity in the application of
any of the provisions of this Article V, the Board of Directors of the Company
shall have the power to finally resolve such ambiguity and interpret the
provisions hereof with respect to any situation, based on the facts known to it.

      SECTION 5.9 Exception. The ownership limitations set forth in Section 5.2
and/or Section 5.3 of this Article V shall not apply to the acquisition of
Depositary Shares by an underwriter in a public offering of those shares or in
any transaction involving the issuance of Depositary Shares in which the Board
of Directors determines that the underwriter or other Person or party initially
acquiring those will timely distribute those shares to or among others so that,
following such distribution, the ownership of those shares will not be in
violation of Section 5.2 and/or Section 5.3 of this

                                       17
<PAGE>

Article V. The Board of Directors, in the exercise of its sole and absolute
discretion, may exempt from the operation of Section 5.2 and/or Section 5.3 of
this Article V certain specified Depositary Shares proposed to be transferred
to, and/or owned by, a Person who has provided the Board of Directors with such
evidence, undertakings and assurances as the Board of Directors may require that
such transfer to, and/or ownership by, such Person of the specified shares will
not prevent the continued qualification of the Company as a REIT under the Code
and the regulations issued under the Code. The Board of Directors may, but shall
not be required, to condition the grant of any such exemption upon the obtaining
of an opinion of counsel, a ruling from the Internal Revenue Service or such
other assurances as the Board of Directors shall deem to be satisfactory.

      SECTION 5.10. Legend. Each Receipt evidencing a Depositary Share, in
addition to any other legend that may be placed thereon, shall bear the
following legend:

      "The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.

      The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.

                                       18
<PAGE>

      THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT."

      SECTION 5.11 Severability. If any provision of this Article V or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

      SECTION 5.12 Shares-in-Trust.

            (a) Trust. Any Depositary Shares transferred to a Trust and
designated Shares-in-Trust pursuant to Section 5.3 of this Article V shall be
held by the Trustee for the exclusive benefit of the Beneficiary. The Company
shall name a beneficiary or beneficiaries of each Trust within five (5) business
days after receipt of written notice of the existence thereof. Any transfer to a
Trust and designation of Depositary Shares as Shares-in-Trust, pursuant to
Section 5.3 of this Article V, shall be effective as of the close of business on
the business day next preceding the date of the purported Transfer or
Non-Transfer Event that results in the transfer to such Trust. Shares-in-Trust
shall remain issued and outstanding Depositary Shares and shall be entitled to
the same rights and privileges on identical terms and conditions as are all
other issued and outstanding Depositary Shares. When transferred to a Permitted
Transferee, in accordance with the provisions of Section 5.12(e) of this Article
V, such Shares-in-Trust shall be released from the Trust and cease to be
designated as Shares-in-Trust.

            (b) Dividend Rights. The Trustee, as the record holder of
Shares-in-Trust, shall be entitled to receive all dividends and distributions as
may be declared on such Depositary Shares and shall hold all such dividends or
distributions in trust for the benefit of the Beneficiary. The Prohibited Owner
with respect to Shares-in-Trust shall repay to the Trustee the amount of any
dividends or distributions received by it that (i) are attributable to any
Depositary Shares designated Shares-in-Trust and (ii) the record date of which
was on or after the date that such shares became Shares-in-Trust. The Company
shall take all lawful measures that the Board of Directors determines to be
reasonably necessary to recover the amount of any such dividend or distribution
paid to a Prohibited Owner, including, if necessary, withholding any portion of
future dividends or distributions payable on Depositary Shares Beneficially
Owned or Constructively Owned by the Person who, but for the provisions of
Section 5.3 of this Article V, would Constructively Own or Beneficially Own the
Shares-in-Trust; and, as soon as reasonably practicable following the Company's
receipt or withholding thereof, shall pay over to the Trustee for the benefit of
the Beneficiary the dividends so received or withheld, as the case may be.

            (c) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Company, each Trustee of Shares-in-Trust shall be entitled to
receive, ratably with each other holder of

                                       19
<PAGE>

Depositary Shares, that portion of the assets of the Company which is available
for distribution to the holders of Depositary Shares. The Trustee shall
distribute to the Prohibited Owner the amounts received upon such liquidation,
dissolution, or winding up, or distribution; provided, however, that the
Prohibited Owner shall not be entitled to receive amounts pursuant to this
Section 5.12(e) in excess of, in the case of a purported Transfer in which the
Prohibited Owner gave value for the Depositary Shares and which Transfer
resulted in the transfer of the shares to the Trust, the price per share, if
any, such Prohibited Owner paid for the Depositary Shares and, in the case of a
Non-Transfer Event or Transfer in which the Prohibited Owner did not give value
for such shares (e.g., if the shares were received through a gift or devise) and
which Non-Transfer Event or Transfer, as the case may be, resulted in the
transfer of shares to the Trust, the price per share equal to the Market Price
on the date of such Non-Transfer Event or purported Transfer. Any remaining
amount in such Trust shall be distributed to the Beneficiary.

            (d) Voting Rights. The Trustee shall be entitled to vote all
Shares-in-Trust. Any vote by a Prohibited Owner, as a holder of Depositary
Shares, prior to the discovery by the Company that the Depositary Shares are
Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void
ab initio with respect to such Shares-in-Trust and the Prohibited Owner shall be
deemed to have given, as of the close of business on the business day prior to
the date of the purported Transfer or Non-Transfer Event that results in the
transfer to the Trust of the Depositary Shares under Section 5.12(c) of this
Article V, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in
the manner in which the Trustee, in its sole and absolute discretion, desires.

            (e) Designation of Permitted Transferee. The Trustee shall have the
exclusive and absolute right to designate a Permitted Transferee of any and all
Shares-in-Trust. As soon as reasonably practicable, but in an orderly fashion so
as not to materially adversely affect the Market Price of the Shares-in-Trust,
the Trustee shall designate one or more Persons as Permitted Transferees,
provided, however, that (i) each such Permitted Transferee so designated shall
purchase for valuable consideration (whether in a public or private sale) the
Shares-in-Trust and (ii) each such Permitted Transferee so designated may
acquire such Shares-in-Trust without such acquisition resulting in a transfer to
a Trust and the redesignation of such Depositary Shares so acquired as
Shares-in-Trust pursuant to the provisions of Section 5.3 of this Article V.
Upon the designation by the Trustee of a Permitted Transferee in accordance with
the provisions of Section 5.12(e), the Trustee of a Trust shall (i) cause to be
transferred to the Permitted Transferee that number of Shares-in-Trust acquired
by the Permitted Transferee; (ii) cause to be recorded on the books of the
Depositary that the Permitted Transferee is the holder of record of such number
of Depositary Shares; and (iii) distribute to the Beneficiary any and all
amounts held with respect to the Shares-in-Trust after making payment to the
Prohibited Owner of the amount determined pursuant to Section 5.12(f) of this
Article V.

            (f) Compensation to Record Holder of Depositary Shares that Become
Shares-in-Trust. Any Prohibited Owner shall be entitled (after giving written
notice to the Company of the existence of Shares-in-Trust and following the
designation of the Permitted Transferee in accordance with Section 5.5 of this
Article V) to receive from the Trustee, in respect of such Shares-in-Trust, the
lesser of (i) in the case of (a) a purported Transfer in which the Prohibited
Owner gave value for Depositary Shares and which Transfer resulted in the

                                       20
<PAGE>

transfer of the shares to a Trust, the price per share, if any, such Prohibited
Owner paid for the Depositary Shares or (b) a Non-Transfer Event or purported
Transfer in which the Prohibited Owner did not give value for such shares (e.g.,
if the shares were received through a gift or devise) and which Non-Transfer
Event or purported Transfer, as the case may be, resulted in the transfer of
shares to the Trust, the price per share equal to the Market Price on the date
of such Non-Transfer Event or purported Transfer or (ii) the price per share
received by the Trustee of the Trust from the sale or other disposition of such
Shares-in-Trust in accordance with Section 5.12(e) of this Article V. Any
amounts received by the Trustee in respect of such Shares-in-Trust and in excess
of such amounts to be paid to the Prohibited Owner pursuant to Section 5.12(f)
shall be distributed to the Beneficiary in accordance with the provisions of
Section 5.12(e) of this Article V. Each Beneficiary and Prohibited Owner waive
any and all claims that it may have against the Trustee, the Depositary and the
Company arising out of the transfer of any Depositary Shares to a Trust, the
designation of any Depositary Shares as Shares-in-Trust and the disposition of
any Shares-in-Trust, except for claims arising out of the gross negligence or
willful misconduct of, or any failure to make payments in accordance with this
Section 5.12 by, such Trustee or the Company.

            (g) Purchase Right in Shares-in-Trust. Shares-in-Trust shall be
deemed to have been offered for sale to the Company, or its designee, at a price
per share equal to the lesser of (i) the price per share in the transaction that
resulted in such shares being designated as Shares-in-Trust (or, in the case of
devise, gift or Non-Transfer Event, the Market Price at the time of such devise,
gift or Non-Transfer Event) and (ii) the Market Price on the date the Company,
or its designee, accepts such offer. The Company shall have the right to accept
such offer for a period of ninety days after the later of (a) the date of the
Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust
and (b) the date the Company determines in good faith that a purported Transfer
or Non-Transfer Event resulting in the designation of any Depositary Shares as
Shares-in-Trust has occurred, if the Company does not receive a written notice
of such purported Transfer or Non-Transfer Event pursuant to Section 5.5 of this
Article V.

      SECTION 5.13 Preemptive Rights. No holder of any stock or any other
securities of the Company, whether now or hereafter authorized, shall have any
preemptive right to subscribe for or purchase any stock or any other securities
of the Company other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such other terms
as the Board of Directors, in its sole discretion, may fix; and any stock or
other securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole discretion shall
determine, be offered to the holders of any class or series of stock or other
securities at the time outstanding to the exclusion of the holders of any or all
other classes or series of stock or other securities at the time outstanding.

      SECTION 5.14 Charter Controlling. Notwithstanding any other provisions of
this Agreement, in the event of any conflict or inconsistency between the
provisions of this Article V and the provisions of Article V of the Charter, the
provisions of Article V of the Charter shall control and govern.

                                       21
<PAGE>

                                   ARTICLE VI

                         THE DEPOSITARY AND THE COMPANY

      SECTION 6.1 Maintenance of Offices, Agencies and Transfer Books by the
Depositary and the Registrar. The Depositary shall maintain at the Corporate
Office facilities for the execution and delivery, transfer, surrender and
exchange, split-up, combination and redemption of Receipts and deposit and
withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if
any, facilities for the delivery, transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Preferred
Shares, all in accordance with the provisions of this Agreement.

      The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books, at all reasonable times,
shall be open for inspection by the record holders of Receipts as provided by
applicable law. The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

      If the Receipts or the Depositary Shares evidenced thereby or the
Preferred Shares represented by such Depositary Shares shall be listed on the
New York Stock Exchange, Inc. or any other stock exchange, the Depositary may,
with the approval of the Company, appoint a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary Shares in accordance
with the requirements of such Exchange. Such Registrar (which may be the
Depositary, if so permitted by the requirements of such Exchange) may be removed
and a substitute registrar appointed by the Depositary upon the request or with
the approval of the Company. If the Receipts, such Depositary Shares or such
Preferred Shares are listed on one or more other stock exchanges, the Depositary
will, at the request and expense of the Company, arrange such facilities for the
delivery, transfer, surrender, redemption and exchange of such Receipts, such
Depositary Shares or such Preferred Shares as may be required by law or
applicable stock exchange regulations.

      SECTION 6.2 Prevention or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary, any
Depositary's Agent, any Registrar nor the Company shall incur any liability to
any holder of any Receipt, if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or of any
other governmental authority or, in the case of the Depositary, the Depositary's
Agent or the Registrar, by reason of any provision, present or future, of the
Charter or the Articles Supplementary or, in the case of the Company, the
Depositary, the Depositary's Agent or the Registrar, by reason of any act of God
or war or other circumstance beyond the control of the relevant party, the
Depositary, the Depositary's Agent, the Registrar or the Company shall be
prevented or forbidden from doing or performing any act or thing that the terms
of this Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary's Agent, any Registrar or the Company incur any liability to any
holder of a Receipt by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this
Agreement provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Agreement.

                                       22
<PAGE>

      SECTION 6.3 Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary, any Depositary's Agent, any
Registrar nor the Company assumes any obligation, or shall be subject to any
liability, under this Agreement or any Receipt to holders of Receipts other than
from acts or omissions arising out of conduct constituting bad faith, negligence
(in the case of any action or inaction with respect to the voting of the
deposited Preferred Shares), gross negligence or willful misconduct in the
performance of such duties as are specifically set forth in this Agreement.

      Neither the Depositary, any Depositary's Agent, any Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding with respect to the deposited Preferred Shares,
Depositary Shares or Receipts that in its reasonable opinion may involve it in
expense or liability unless indemnity reasonably satisfactory to it against all
expense and liability be furnished as often as may be required.

      Neither the Depositary, any Depositary's Agent, any Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information provided
by any Person presenting Preferred Shares for deposit, any holder of a Receipt
or any other Person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely, and shall each be protected in acting, upon any written
notice, request, direction or other document believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties.

      In the event the Depositary shall receive conflicting claims, requests or
instructions from any holders of Receipts, on the one hand, and the Company, on
the other hand, the Depositary shall be entitled to act on such claims, requests
or instructions received from the Company, and shall be entitled to the full
indemnification set forth in Section 6.6 hereof in connection with any action so
taken.

      The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the deposited Preferred Shares or for the manner or
effect of any such vote made, as long as any such action or non-action is in
good faith and does not result from negligence or willful misconduct of the
Depositary. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties, and only such duties, as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar.

      The Depositary, its parent, affiliate or subsidiaries, any Depositary's
Agent, and any Registrar may own, buy, sell or deal in any class of securities
of the Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its affiliates
may be interested or contract with or lend money to or otherwise act as fully or
as freely as if it were not the Depositary or the Depositary's Agent hereunder.
The Depositary may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates or act in any other capacity for
the Company or its affiliates.

                                       23
<PAGE>

      It is intended that neither the Depositary nor any Depositary's Agent
shall be deemed to be an "issuer" of the securities under the federal securities
laws or applicable state securities laws, it being expressly understood and
agreed that the Depositary and any Depositary's Agent are acting only in a
ministerial capacity as Depositary for the deposited Preferred Shares; provided,
however, that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Agreement in its
capacity as Depositary.

      The Company agrees that it will register the deposited Preferred Shares
and the Depositary Shares if required by the applicable securities laws.

      SECTION 6.4 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

      The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.

      In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If a successor depositary shall not have been appointed in 60 days,
the resigning Depositary may petition a court of competent jurisdiction to
appoint a successor depositary. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Agreement, and such predecessor, upon payment of all sums
due it and on the written request of the Company, shall promptly execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all rights,
title and interest in the deposited Preferred Shares and any moneys or property
held hereunder to such successor and shall deliver to such successor a list of
the record holders of all outstanding Receipts. Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts.

      Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor
depositary may execute the Receipts either in the name of the predecessor
depositary or in the name of the successor depositary.

      SECTION 6.5 Notices, Reports and Documents. The Company agrees that it
will deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary's books, copies

                                       24
<PAGE>

of all notices and reports (including financial statements) required by law, by
the rules of any national securities exchange upon which the Preferred Shares,
the Depositary Shares or the Receipts are included for quotation or listed or by
the Charter and the Articles Supplementary to be furnished by the Company to
holders of the deposited Preferred Shares and, if requested by the holder of any
Receipt, a copy of this Agreement, the form of Receipt, the Articles
Supplementary and the form of Preferred Shares. Such transmission will be at the
Company's expense, and the Company will provide the Depositary with such number
of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the record holders of Receipts at the
Company's expense such other documents as may be requested by the Company.

      SECTION 6.6 Indemnification by the Company. The Company agrees to
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any liability, costs and expenses (including
reasonable attorneys' fees) that may arise out of, or in connection with, its
acting as Depositary, Depositary's Agent or Registrar, respectively, under this
Agreement and the Receipts, except for any liability arising out of the willful
misconduct, gross negligence, negligence (in the case of any action or inaction
with respect to the voting of the deposited Preferred Shares) or bad faith on
the part of any such person or persons. The obligations of the Company set forth
in this Section 6.6 shall survive any succession of any Depositary, Registrar or
Depositary's Agent or termination of this Agreement.

      SECTION 6.7 Fees, Charges and Expenses. No charges and expenses of the
Depositary or any Depositary's Agent hereunder shall be payable by any person,
except as provided in this Section 6.7. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of this
Agreement. The Company shall also pay all fees and expenses of the Depositary in
connection with the initial deposit of the Preferred Shares and the initial
issuance of the Depositary Shares evidenced by the Receipts, any redemption of
the Preferred Shares at the option of the Company and all withdrawals of the
Preferred Shares by holders of Depositary Shares. If a holder of Receipts
requests the Depositary to perform duties not required under this Agreement, the
Depositary shall notify the holder of the cost of the performance of such duties
prior to the performance thereof. Such holder will be liable for the charges and
expenses related to such performance. All other fees and expenses of the
Depositary and any Depositary's Agent hereunder and of any Registrar (including,
in each case, fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be promptly paid as previously agreed
between the Depositary and the Company. The Depositary shall present its
statement for fees and expenses to the Company every month or at such other
intervals as the Company and the Depositary may agree.

                                       25
<PAGE>

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

      SECTION 7.1 Amendment. The form of the Receipts and any provision of this
Agreement may, at any time and from time to time, be amended by agreement
between the Company and the Depositary in any respect that they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent) which (i)
shall materially and adversely alter the rights of the holders of Receipts or
(ii) would be materially and adversely inconsistent with the rights granted to
the holders of the Preferred Shares pursuant to the Articles Supplementary shall
be effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. In no event shall
any amendment impair the right, subject to the provisions of Section 2.6 and
Section 2.7 and Article III, of any holder of any Depositary Shares to surrender
the Receipt evidencing such Depositary Shares with instructions to the
Depositary to deliver to the holder the deposited Preferred Shares and all money
and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law. Every holder of an outstanding Receipt
at the time any such amendment becomes effective shall be deemed, by continuing
to hold such Receipt, to consent and agree to such amendment and to be bound by
this Agreement, as amended thereby.

      SECTION 7.2 Termination. This Agreement may be terminated by the Company
upon not less than 30 days' prior written notice to the Depositary if (i) such
termination is necessary to preserve the Company's status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (or any
successor provisions) or (ii) the holders of a majority of the Preferred Shares
consent to such termination, whereupon the Depositary shall deliver or make
available to each holder of a Receipt, upon surrender of the Receipt held by
such holder, such number of whole or fractional shares of deposited Preferred
Shares that are represented by the Depositary Shares evidenced by such Receipt,
together with any other property held by the Depositary in respect of such
Receipt. In the event that this Agreement is terminated pursuant to clause (i)
of the immediately preceding sentence, the Company hereby agrees to use its best
efforts to list the Preferred Shares issued upon surrender of the Receipt
evidencing the Depositary Shares represented thereby on a national securities
exchange. This Agreement will automatically terminate if (i) all outstanding
Depositary Shares shall have been redeemed pursuant to Section 2.3 or (ii) there
shall have been made a final distribution in respect of the deposited Preferred
Shares in connection with any liquidation, dissolution or winding up of the
Company and such distribution shall have been distributed to the holders of
Receipts entitled thereto.

      Upon the termination of this Agreement, the Company shall be discharged
from all obligations under this Agreement, except for its obligations to the
Depositary, any Depositary's Agent and any Registrar under Section 6.6 and
Section 6.7.

                                       26
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.1 Counterparts. This Agreement may be executed in any number of
counterparts, and by each of the parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement. Copies of this Agreement shall be filed with the
Depositary and the Depositary's Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the
Depositary's Agents, if any, by any holder of a Receipt.

      SECTION 8.2 Exclusive Benefit of Parties. This Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

      SECTION 8.3 Invalidity of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

      SECTION 8.4 Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at:

                  FelCor Lodging Trust Incorporated
                  545 E. John Carpenter Freeway
                  Suite 1300
                  Irving, Texas  75062
                  Attention:  Secretary
                  Telephone No.:  (972) 444-4900
                  Facsimile:  (972) 444-4949

or at any other address of which the Company shall have notified the Depositary
in writing.

      Any notices to be given to the Depositary hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, or by telegram or telex or telecopier confirmed by
letter, addressed to the Depositary at the Corporate Office.

      Any notices given to any record holder of a Receipt hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to such record holder at

                                       27
<PAGE>

the address of such record holder as it appears on the books of the Depositary
or, if such holder shall have filed with the Depositary in a timely manner a
written request that notices intended for such holder be mailed to some other
address, at the address designated in such request.

      Delivery of a notice sent by mail, or by telegram or telex or telecopier
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
telex or telecopier message) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company may, however, act upon any telegram or
telex or telecopier message received by it from the other or from any holder of
a Receipt, notwithstanding that such telegram or telex or telecopier message
shall not subsequently be confirmed by letter as aforesaid.

      SECTION 8.5 Depositary's Agents. The Depositary may, from time to time,
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Agreement and may at any time appoint additional Depositary's
Agents and vary or terminate the appointment of such Depositary's Agents. The
Depositary will notify the Company of any such action.

      SECTION 8.6 Holders of Receipts Are Parties. The holders of Receipts from
time to time shall be deemed to be parties to this Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

      SECTION 8.7 Governing Law. This Agreement and the Receipts and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by,
and construed in accordance with, the law of the State of Georgia applicable to
agreements made and to be performed in said State.

      SECTION 8.8 Inspection of Deposit Agreement and Articles Supplementary.
Copies of this Agreement and the Articles Supplementary shall be filed with the
Depositary and the Depositary's Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the
Depositary's Agents, if any, by any holder of any Receipt.

      SECTION 8.9 Headings. The headings of articles and sections in this
Agreement and in the form of the Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as part of this
Agreement or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.

                             SIGNATURE PAGE FOLLOWS

                                       28
<PAGE>

      IN WITNESS WHEREOF, FelCor Lodging Trust Incorporated and SunTrust Bank
have duly executed this Deposit Agreement as of the day and year first above set
forth and all holders of Receipts shall become parties hereto by and upon
acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.

                                               FELCOR LODGING TRUST INCORPORATED

                                               By: _____________________________
                                                   Name: Lawrence D. Robinson
                                                   Title: Executive Vice
                                                          President

                                               Attest: _________________________

                                                       Witness

                                               SUNTRUST BANK

                                               By: _____________________________
                                                   Name:   Sue Hampton
                                                   Title:  Vice President

                                               Attest: _________________________
                                                       Authorized Signatory

                                       29
<PAGE>

                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

DC-                                                            CUSIP 31430F 50 7

                             DEPOSITARY RECEIPT FOR
                              DEPOSITARY SHARES OF

                        FELCOR LODGING TRUST INCORPORATED
                            (a Maryland corporation)

      The undersigned Depositary (the "Depositary"), hereby certifies that
____________________ is the registered owner of ____________ DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/100 of one share of
8% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
(the "Shares"), of FelCor Lodging Trust Incorporated, a Maryland corporation
(the "Company"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of April 7, 2005 (the
"Deposit Agreement"), among the Company, the Depositary and the holders from
time to time of Receipts for Depositary Shares. By accepting this Receipt, the
holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar in respect of the
Receipts (other than the Depositary) shall have been appointed, by the manual
signature of a duly authorized officer of such Registrar.

Dated: _____________________

____________________________, as Depositary

By: ________________________
Authorized Signatory

                                       A-1

<PAGE>

                            [FORM OF REVERSE RECEIPT]

                        FELCOR LODGING TRUST INCORPORATED

      The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.

      The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.

      THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT

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<PAGE>

      The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM  - as tenants in common
TEN ENT  - as tenants by the entireties
JT TEN   - as joint tenants with right of survivorship and not as tenants in
           common

UNIF GIFT MIN ACT - ________ Custodian ________
                    (Cust)             (Minor)
Under Uniform Gifts to Minors Act __________________ (State)

    Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

      For value received, ____________ hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

________________________________________________________________________________
                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                      INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

____________ Depositary Shares represented by the within Receipt, and do hereby
irrevocably constitute and appoint ____________ Attorney to transfer the said
Depositary Shares on the books of the within named Depositary with full power of
substitution in the premises.

Dated:________________

NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.

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