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                                                                     EXHIBIT 4.1









                            RFS HOTEL INVESTORS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN







                           EFFECTIVE SEPTEMBER 1, 2001


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
ARTICLE I  DEFINITIONS......................................................1

         1.01  Administrator................................................1

         1.02  Affiliate....................................................1

         1.03  Beneficiary..................................................1

         1.04  Board........................................................1

         1.05  Code.........................................................1

         1.06  Committee....................................................1

         1.07  Common Stock.................................................1

         1.08  Company......................................................1

         1.09  Compensation.................................................1

         1.10  Date of Exercise.............................................2

         1.11  Date of Grant................................................2

         1.12  Election Date................................................2

         1.13  Election Form................................................2

         1.14  Employee.....................................................2

         1.15  Fair Market Value............................................2

         1.16  Five Percent Shareholder.....................................2

         1.17  Option.......................................................2

         1.18  Participant..................................................2

         1.19  Plan.........................................................3

ARTICLE II  PURPOSES........................................................3

ARTICLE III  ADMINISTRATION.................................................3

ARTICLE IV  ELIGIBILITY.....................................................3

ARTICLE V  COMPENSATION DEDUCTIONS..........................................3

         5.01  Amount of Deduction..........................................3

         5.02  Participant's Account........................................4

         5.03  Changes in Payroll Deductions................................4

ARTICLE VI  OPTION GRANTS...................................................4

         6.01  Number of Shares.............................................4

         6.02  Option Price.................................................4

ARTICLE VII  EXERCISE OF OPTION.............................................4
</TABLE>

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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


                                TABLE OF CONTENTS

                                   (CONTINUED)

<TABLE>
<S>                                                                        <C>
         7.01  Automatic Exercise...........................................4

         7.02  Fractional Shares............................................4

         7.03  Nontransferability...........................................5

         7.04  Employee Status..............................................5

         7.05  Delivery of Stock............................................5

         7.06  Vesting, Transferability.....................................5

ARTICLE VIII  WITHDRAWAL AND TERMINATION OF EMPLOYMENT......................5

         8.01  Generally....................................................5

         8.02  Subsequent Participation.....................................5

         8.03  Termination of Employment....................................5

         8.04  Death of Participant.........................................6

ARTICLE IX  STOCK SUBJECT TO PLAN...........................................6

         9.01  Shares Issued or Delivered...................................6

         9.02  Aggregate Limit..............................................6

         9.03  Reallocation of Shares.......................................6

ARTICLE X  ADJUSTMENT UPON CHANGE IN COMMON STOCK...........................6

ARTICLE XI  COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES...........7

ARTICLE XII  GENERAL PROVISIONS.............................................7

         12.01  Effect on Employment and Service............................7

         12.02  Unfunded Plan...............................................7

         12.03  Rules of Construction.......................................7

         12.04  Plan Fiscal Year............................................7

ARTICLE XIII  AMENDMENT.....................................................7

ARTICLE XIV  DURATION OF PLAN...............................................8

ARTICLE XV  EFFECTIVE DATE OF PLAN..........................................8
</TABLE>



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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


                                    ARTICLE I

                                   DEFINITIONS

1.01     Administrator.

         Administrator means the Committee and any delegate of the Committee
that is appointed in accordance with Article III.

1.02     Affiliate.

         Affiliate means any "parent corporation" or "subsidiary corporation"
(within the meaning of Section 424 of the Code) of the Company, including a
corporation that becomes an Affiliate after the adoption of this Plan, that the
Board designates as a participating employer in the Plan.

1.03     Beneficiary.

         Beneficiary means the person or entity designated by a Participant on a
form prescribed by the Administrator, to receive any amount payable under the
Plan following a Participant's death. A Participant may change his Beneficiary
from time to time by filing a subsequent designation form and the change will be
effective when received by the Administrator. If a designated Beneficiary fails
to survive the Participant or be in existence on the date of his death or if the
Participant fails to designate a Beneficiary, the Participant's Beneficiary
shall be determined as follows: the Participant's surviving spouse (i.e., the
person to whom the Participant is legally married on the date of his death) or,
if none, the Participant's surviving children or, if none, the Participant's
estate.

1.04     Board.

         Board means the Board of Directors of the Company.

1.05     Code.

         Code means the Internal Revenue Code of 1986, and any amendments
thereto.

1.06     Committee.

         Committee means the Compensation Committee of the Board.

1.07     Common Stock.

         Common Stock means the common stock of the Company.

1.08     Company.

         Company means RFS Hotel Investors, Inc.

1.09     Compensation.

         Compensation means an Employee's total earnings, including without
limitation salary, overtime, and any bonuses or special payment.





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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


1.10     Date of Exercise.

         Date of Exercise means each March 31 next following the January 2 Date
of Grant, each June 30 next following the April 1 Date of Grant, each September
30 next following the July 1 Date of Grant, and each December 31 next following
the October 1 Date of Grant.

1.11     Date of Grant.

         Date of Grant means each January 2, April 1, July 1, and October 1
during the term of the Plan.

1.12     Election Date.

         Election Date means each December 15 immediately preceding the January
2 Date of Grant, each March 15 immediately preceding the April 1 Date of Grant,
each June 15 immediately preceding the July 1 Date of Grant, and each September
15 immediately preceding the October 1 Date of Grant.

1.13     Election Form.

         Election Form means the form, prescribed by the Administrator, that a
Participant uses to authorize a deduction from his Compensation in accordance
with Article V.

1.14     Employee.

         Employee means any employee of the Company or an Affiliate, other than
a Five Percent Shareholder.

1.15     Fair Market Value.

         Fair Market Value means, on any given date, the last sale price of a
share of Common Stock on the primary national securities exchange on which
shares of the Common Stock are listed. If, on any given date, no share of Common
Stock is traded on such exchange, then Fair Market Value shall be determined
with reference to the next preceding day that the Common Stock was so traded.

1.16     Five Percent Shareholder.

         Five Percent Shareholder means any individual who, immediately after
the grant of an Option owns more than five percent of the total combined voting
power or value of all classes of stock of the Company or of an Affiliate. For
this purpose, (i) an individual shall be considered to own any stock owned
(directly or indirectly) by or for his brothers, sisters, spouse, ancestors or
lineal descendants and shall be considered to own proportionately any stock
owned (directly or indirectly) by or for a corporation, partnership, estate or
trust of which such individual is a shareholder, partner or beneficiary, and
(ii) stock of the Company or an Affiliate that an individual may purchase under
outstanding options (whether or not granted under this Plan) shall be treated as
stock owned by the individual.

1.17     Option.

         Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock on the terms and
conditions prescribed by the Plan.

1.18     Participant.

         Participant means an Employee, including an Employee who is a member of
the Board, who satisfies the requirements of Article IV and who elects to
receive an Option.


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


1.19     Plan.

         Plan means the RFS Hotel Investors, Inc. Employee Stock Purchase Plan.

                                   ARTICLE II

                                    PURPOSES

         The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Company and its
Affiliates and to associate their interests with those of the Company and its
shareholders. The Plan is intended to permit the grant of Options qualifying
under Section 423 of the Code. No Option shall be invalid for failure to qualify
under Section 423 of the Code. The proceeds received by the Company from the
sale of Common Stock pursuant to this Plan shall be used for general corporate
purposes.

                                   ARTICLE III

                                 ADMINISTRATION

         The Plan shall be administered by the Administrator. The Administrator
shall have complete authority to interpret all provisions of this Plan; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of any specific power
to the Administrator shall not be construed as limiting any power or authority
of the Administrator. Any decision made, or action taken, by the Administrator
or in connection with the administration of this Plan shall be final and
conclusive. Neither the Administrator nor any member of the Committee shall be
liable for any act done in good faith with respect to this Plan or any Option.
All expenses of administering this Plan shall be borne by the Company.

         The Committee, in its discretion, may delegate to one or more persons
or entities all or part of the Committee's authority and duties with respect to
grants and awards under this Plan. The Committee may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior
actions of the Committee's delegate or delegates that were consistent with the
terms of the Plan.

                                   ARTICLE IV

                                   ELIGIBILITY

         Each Employee of the Company or an Affiliate (including a corporation
that becomes an Affiliate after the adoption of this Plan) is eligible to
participate in this Plan as of the first Date of Grant that occurs on or after
the six-month anniversary of such employee's commencement of employment with the
Company or an Affiliate. Directors of the Company who are Employees of the
Company or an Affiliate may participate in this Plan on or after the Date of
Grant specified in the preceding sentence. An Employee who has satisfied the
requirements set forth in the preceding sentences of this Article IV becomes a
Participant by completing an Election Form in accordance with Section 5.01 and
returning it to the Administrator on or before the Election Date for the first
or any subsequent Date of Grant on which an Employee may elect to participate in
this plan.

                                    ARTICLE V

                             COMPENSATION DEDUCTIONS

5.01     Amount of Deduction.

         A payroll deduction shall be made from the Compensation of each
Participant for each payroll period. The amount of such deduction shall be the
percentage specified by the Participant on his Election Form; provided that


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


such percentage shall be in multiples of one percent and shall not exceed
fifteen percent. A Participant may contribute to the Plan only by payroll
deduction. A Participant's Election Form will continue to be effective, and
amounts will be deducted from the Participant's Compensation, until the Election
Form is changed in accordance with Section 5.03 or the Participant withdraws
from the Plan or his participation otherwise ends in accordance with Article
VIII.

5.02     Participant's Account.

         A recordkeeping account shall be established for each Participant. All
amounts deducted from a Participant's Compensation shall be credited to his
account. No interest will be paid or credited to the account of any Participant.

5.03     Changes in Payroll Deductions.

         A Participant may discontinue his participation in the Plan as provided
in Section 8.01. Except as provided in Section 8.01, a Participant's direction
to change the percentage deduction specified on his Election Form shall be
effective as of the first Date of Grant following the date that written notice
of such change is delivered to the Administrator.

                                   ARTICLE VI

                                  OPTION GRANTS

6.01     Number of Shares.

         Each Employee who is a Participant on a Date of Grant shall be granted
an Option as of that Date of Grant. The number of shares of Common Stock subject
to such Option shall be determined by dividing the option price into the balance
credited to the Participant's account as of the Date of Exercise next following
the Date of Grant. Notwithstanding the preceding sentence, no Participant will
be granted an Option as of any Date of Grant for more than a number of shares of
Common Stock determined by dividing $6,250 by the Fair Market Value on the Date
of Grant.

6.02     Option Price.

         The price per share for Common Stock purchased on the exercise of an
Option shall be ninety percent of the Fair Market Value on the applicable Date
of Exercise, until such time (if any) that the Committee announces a different
purchase price per share. Such price per share must, however, be at least equal
to the lesser of (i) eighty-five percent of the Fair Market Value on the
applicable Date of Grant or (ii) eighty-five percent of the Fair Market Value on
the applicable Date of Exercise.

                                   ARTICLE VII

                               EXERCISE OF OPTION

7.01     Automatic Exercise.

         Subject to the provisions of Articles VIII, IX, and XI, each Option
shall be exercised automatically as of the Date of Exercise next following the
Option's Date of Grant for the number of whole shares of Common Stock that may
be purchased at the option price for that Option with the balance credited to
the Participant's account.

7.02     Fractional Shares.

         Fractional shares will not be issued under the Plan. Any amount
remaining to the credit of the Participant's account after the exercise of an
Option shall remain in the account and be applied to the option price of the


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


Option next granted if the Participant continues to participate in the Plan or,
if he does not, shall be returned to the Participant.

7.03     Nontransferability.

         Each Option granted under this Plan shall be nontransferable except by
will or by the laws of descent and distribution. During the lifetime of the
Participant to whom the Option is granted, the Option may be exercised only by
the Participant. No right or interest of a Participant in any Option shall be
liable for, or subject to, any lien, obligation, or liability of such
Participant.

7.04     Employee Status.

         For purposes of determining the applicability of Section 423 of the
Code, and whether an individual is employed by the Company or an Affiliate, the
Administrator may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.

7.05     Delivery of Stock.

         Subject to the provisions of Articles IX, and XI, within thirty (30)
days following applicable Date of Exercise, the Company will deliver
certificates evidencing the Common Stock purchased upon the Participant's
exercise of his Option.

7.06     Vesting, Transferability.

         Participant's interest in the Common Stock purchased upon the exercise
of his Option shall be immediately nonforfeitable and, subject to the provisions
of Article XI, shall be transferable on and after the date that is thirty (30)
days following the applicable Date of Exercise.

                                  ARTICLE VIII

                    WITHDRAWAL AND TERMINATION OF EMPLOYMENT

8.01     Generally.

         A Participant may withdraw the payroll deductions credited to his
account under the Plan by giving written notice to that effect to the
Administrator at least thirty (30) days prior to the next Date of Exercise. In
that event, all of the payroll deductions credited to his account will be paid
to him promptly after receipt of his notice of withdrawal and no further payroll
deductions will be made from his Compensation until he submits a new Election
Form to the Administrator. A Participant shall be deemed to have elected to
withdraw from the Plan in accordance with this Section 8.01 if he ceases to be
an Employee.

8.02     Subsequent Participation.

         A Participant who has withdrawn his account under Section 8.01 may
submit a new Election Form to the Administrator and resume participation in the
Plan as of any subsequent Date of Grant, provided that the Administrator
receives his Election Form before the applicable Election Date.

8.03     Termination of Employment.

         If a Participant's employment with the Company and its Affiliates
terminates for any reason other than death, his participation in the Plan shall
cease as of the date of termination. The balance credited to the Participant's
account as of the first day of the month following such termination of
employment shall be paid to the Participant or, in the case of the Participant's
death following his termination of employment, to his Beneficiary, as promptly
as possible thereafter.


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


8.04     Death of Participant.

         If a Participant's employment with the Company and its Affiliates
terminates on account of the Participant's death, his Beneficiary may elect, by
written notice received by the Administrator within thirty days of the
Participant's death (but in all events before the Date of Exercise), to either
(i) withdraw all of the payroll deductions credited to the Participant's account
or (ii) to exercise the Option as of the Date of Exercise and receive whole
shares of Common Stock and cash representing the value of a fractional share in
accordance with Section 5.02. If the Option is exercised, the number of shares
of Common Stock issuable to the Beneficiary shall be determined by dividing the
option price into the payroll deductions credited to the Participant's account.
If timely written notice of the Beneficiary's election is not received by the
Administrator, the Beneficiary shall be deemed to have elected to exercise the
Option.

                                   ARTICLE IX

                              STOCK SUBJECT TO PLAN

9.01     Shares Issued or Delivered.

         Upon the exercise of any Option the Company may deliver to the
Participant (or the Participant's broker if the Participant so directs) shares
of Common Stock from its authorized but unissued Common Stock or outstanding
Common Stock acquired by or on behalf of the Company in the name of the
Participant.

9.02     Aggregate Limit.

         The maximum aggregate number of shares of Common Stock that may be
issued or delivered under this Plan pursuant to the exercise of Options is
500,000 shares. The maximum aggregate number of shares that may be issued or
delivered under this Plan shall be subject to adjustment as provided in
Article X.

9.03     Reallocation of Shares.

         If an Option is terminated, in whole or in part, for any reason other
than its exercise, the number of shares of Common Stock allocated to the Option
or portion thereof may be reallocated to other Options to be granted under this
Plan.

                                    ARTICLE X

                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

         The maximum number of shares as to which Options may be granted under
this Plan and the terms of outstanding Options shall be adjusted as the
Committee shall determine to be equitably required in the event that (a) the
Company (i) effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or (ii) engages in a transaction to which Section
424 of the Code applies or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any determination made under
this Article X by the Committee shall be final and conclusive.

         The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
maximum number of shares as to which Options may be granted or the terms of
outstanding Options.


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


                                   ARTICLE XI

                       COMPLIANCE WITH LAW AND APPROVAL OF
                                REGULATORY BODIES

         No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock for
which an Option is exercised may bear such legends and statements as the
Administrator may deem advisable to assure compliance with federal and state
laws and regulations. No Option shall be exercisable, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no payment shall be
made under this Plan until the Company has obtained such consent or approval as
the Administrator may deem advisable from regulatory bodies having jurisdiction
over such matters.

                                   ARTICLE XII

                               GENERAL PROVISIONS

12.01    Effect on Employment and Service.

         Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof) shall confer upon any
individual any right to continue in the employ of the Company or an Affiliate or
in any way affect any right and power of the Company or an Affiliate to
terminate the employment of any individual at any time with or without assigning
a reason therefor.

12.02    Unfunded Plan.

         The Plan, insofar as it provides for grants, shall be unfunded, and the
Company shall not be required to segregate any assets that may at any time be
represented by grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

12.03    Rules of Construction.

         Headings are given to the articles and sections of this Plan solely as
a convenience to facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any amendment to or
successor of such provision of law.

12.04    Plan Fiscal Year.

         The fiscal year of the Plan shall be the calendar year.

                                  ARTICLE XIII

                                    AMENDMENT

         The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment or termination shall, without a Participant's
consent, adversely affect any rights of such Participant under any Option
outstanding at the time such amendment is made or such termination occurs.


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                            RFS HOTEL INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           EFFECTIVE SEPTEMBER 1, 2001


                                   ARTICLE XIV

                                DURATION OF PLAN

         No Option may be granted under this Plan more than ten years after the
date this Plan is adopted by the Board. Options granted before that date shall
remain valid in accordance with their terms.

                                   ARTICLE XV

                             EFFECTIVE DATE OF PLAN

         Options may be granted under this Plan as of the first Date of Grant on
or after its adoption by the Board.
















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