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                 Meristar Hospitality Corporation Profits-Only
                   Operating Partnership Units ("POPs") Plan


          I.  Purpose.  The purposes of this Meristar Hospitality Corporation
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Profits-Only Operating Partnership Units ("POPs") Plan (the "Plan") are to
promote the interests of Meristar Hospitality Corporation (the "Issuer") and its
participating affiliates, including Meristar Hospitality Operating Partnership,
L.P. (the "Company") by (i) attracting and retaining officers, directors,
employees and consultants of the Issuer and its participating affiliates and
(ii) enabling such individuals to acquire an equity interest in and participate
in the long-term growth and financial success of the Company.

          II.  Definitions.  As used in the Plan, the following terms shall have
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the meanings set forth below:

          "affiliate" shall mean, with respect to any Person, any other Person
that, at the date of determination, directly or indirectly, controls or is
controlled by or under common control with such Person, as determined by the
Committee.  For the purposes of this definition, the term "controls," "is
controlled by," or "under common control with" means possession, direct or
indirect, of the power to direct or cause the direction of the management or
policies of a Person whether through the ownership of voting securities, by
contract or otherwise.  Without limiting the generality of the foregoing,
"affiliate" with respect to the Issuer shall at all times be defined to include
the Company.

          "Board" shall mean the Board of Directors of the Issuer.

          "Cause" shall mean (i) with respect to a Participant who is a party to
an employment agreement with the Issuer or any of its affiliates, the
Participant engaging in behavior that constitutes "cause" under such employment
agreement; and (ii) with respect to any Participant, (A) willful misconduct or
willful malfeasance by the Participant in connection with his employment; (B)
the Participant's conviction of, or plea of guilty or no contest to, any crime
constituting a felony under the laws of the United States or any state thereof,
any crime against the Issuer or any of its affiliates or any crime involving
moral turpitude; or (C) the Participant's material breach of any of the
provisions of the Partnership Agreement.

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

          "Committee" shall mean the Compensation Committee of the Board or any
other person or persons designated by the Board to administer the Plan.

          "Company" shall mean Meristar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership, together with any successor thereto.

          "Disability" shall mean a Participant's becoming physically or
mentally incapacitated so that he is therefore reasonably expected to be unable
with reasonable accommodation, for a period of six consecutive months or for an
aggregate of nine
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(9) months in any eighteen (18) consecutive month period, to perform the
essential functions of his job for the Issuer and/or its affiliates, as the case
may be.

          "Effective Date" shall have the meaning set forth in Section 10(a) of
this Plan.

          "Employment" and "termination of employment" and similar references
shall include employment with and termination of employment from the Issuer and
its participating affiliates.  For this purpose, "employment" shall also be
deemed to include service as a consultant to the Issuer and/or any of its
participating affiliates on an independent contractor basis or, with respect to
the Company, as a service partner thereof, but only for periods of a continuing
and substantial consulting or service partner relationship, as determined by the
Committee in its sole discretion.  All determinations regarding employment shall
be made by the Committee.  In addition, the Committee shall, in its sole
discretion, determine whether or not a leave of absence is a termination of
employment.

          "Issuer" shall mean Meristar Hospitality Corporation, a Maryland
corporation, together with any successor thereto.

          "Limited Partners" shall have the meaning set forth in the Partnership
Agreement.

          "Participant" shall mean any officer, director, employee or consultant
of the Issuer or its participating affiliates (or service partner of the
Company) who is eligible for, and selected by the Committee to receive, an
Option or Restricted Unit under the Plan.

          "Partnership Agreement" shall mean the Second Amended and Restated
Operating Agreement of Meristar Hospitality Operating Partnership, L.P., dated
August 3, 1998, as in effect from time to time.

          "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.

          "Plan" shall mean this Meristar Hospitality Corporation Profits-Only
Operating Partnership Units ("POPs") Plan.

          "POPs" shall mean [Class P profits-only operating partnership units]
of the Company.

          "Restricted Units" shall mean restricted POPs granted hereunder, as
set forth in Section 7 of the Plan.


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          "Restricted Unit Agreement" shall mean any written agreement,
contract, or other instrument or document (which may include provisions of an
employment agreement to which the Issuer is a party) in a form approved by the
Board which evidences any Restricted Unit granted hereunder, which may, but need
not, be executed or acknowledged by a Participant.

          III.  Administration.
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                A.  The Plan shall be administered by the Committee. Subject to
the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to:

                    1.  designate Participants;

                    2.  determine the number of POPs or fractions thereof to be
covered by, or with respect to which payments, rights or other matters are to be
calculated in connection with, any grant under the Plan;

                    3.  determine the terms and conditions of any grant under
the Plan;

                    4.  determine whether, to what extent, and under what
circumstances grants under the Plan may be settled or exercised in cash, POPs,
other securities or other property, or canceled, forfeited or suspended and the
method or methods by which the grants under the Plan may be settled, exercised,
canceled, forfeited or suspended;

                    5.  interpret, administer, reconcile any inconsistency,
correct any defect and/or supply any omission in the Plan and any instrument or
agreement relating to, or any grant made under, the Plan; establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and

                    6.  make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan.

                B.  Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any grant made under the Plan shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Issuer and its
affiliates, any Participant, and any holder or beneficiary of any grant made
under the Plan.

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               C.  No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any grant made
under the Plan.

          IV.  POPs.
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               A.   POPs.  Subject to adjustment as set forth in Section 4(b),
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the aggregate number of POPs with respect to which grants may be made under the
Plan shall be 2,000,000. If, after the Effective Date, any Restricted Units, are
forfeited, or if any Restricted Unit has expired, terminated or been canceled
for any reason whatsoever (other than by reason of exercise) and in either such
case a Participant has received no benefits of ownership with respect to the
forfeited POPs to which such expired, terminated or canceled Restricted Unit
relates, then the POPs covered by such Restricted Unit shall again be available
to be granted hereunder.

               B.  Adjustments.  In the event that the Committee determines
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that any dividend or other distribution (whether in the form of cash, POPs,
securities or other property), recapitalization, reorganization, merger,
consolidation, issuance or exchange of POPs, other ownership interests or other
securities of the Issuer, issuance of warrants or other rights to purchase POPs,
other ownership interests or other securities of the Company or other similar
corporate transaction or event affects the POPs such that an adjustment is
determined by the Committee in its discretion to be appropriate in order to
prevent inappropriate dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee may,
in such manner as it may deem equitable, adjust any or all of (i) the number
and/or kind of POPs, other ownership interests or other securities of the
Company (or number and kind of other securities or property) with respect to
which grants may be made under the Plan and (ii) the number and/or kind of POPs,
other ownership interests or other securities of the Company (or number and kind
of other securities or property) subject to outstanding grants made under the
Plan or (iii) make provision for a cash payment to the holder of an outstanding
Restricted Unit under the Plan in consideration for the cancellation of such
Restricted Unit. No adjustment shall be made on account of the grant of
Restricted Units. Upon the issuance or redemption of Partnership Interests (as
defined in the Partnership Agreement) in the Company, the number of POPs
available under the Plan and the number of POPs subject to outstanding grants
made under the Plan shall be equitably adjusted as determined by the Committee
in its sole discretion to prevent inappropriate dilution or enlargement of the
economic interest represented by such POPs.

          V.  Eligibility.  Any officer, director, employee or consultant of the
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Issuer and/or its participating affiliates (including any prospective officer or
key employee or consultant) shall be eligible to be designated as a Participant
in the Plan by the Committee.

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          VI.  Restricted Units Grants.  The Committee may issue or transfer
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Restricted Units to a Participant, upon such terms as the Committee deems
appropriate.  The following provisions are applicable to Restricted Units:

               A.  General Requirements.  Restricted Units issued or transferred
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pursuant to a Restricted Unit Agreement may be issued or transferred for
consideration or for no consideration, as determined by the Committee,   The
Committee may establish conditions under which restrictions on Restricted Units
shall lapse over a period of time or according to such other criteria as the
Committee deems appropriate.  The period of time during which the Restricted
Units will remain subject to restrictions will be designated in the applicable
Restricted Unit Agreement as the "Restriction Period."

               B.  Number of Units.  The Committee shall determine the number of
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Restricted Units to be issued or transferred and the restrictions applicable to
such grant.

               C.  Requirement of Employment.  If the Participant ceases to be
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employed by the Issuer or any of its affiliates during a period designated in
the applicable Restricted Unit Agreement as the Restriction Period, or if other
specified conditions are not met, the Restricted Unit Agreement shall terminate
as to all Restricted Units covered by the grant as to which the restriction have
not lapsed, and those Restricted Units must be immediately returned to the
Company.  The Committee may, however, provide for complete or partial exceptions
to this requirement as it deems appropriate.

               D.  Restrictions on Transfer and Legend on Certificate.  During
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the Restriction Period, a Participant may not sell, assign, transfer, pledge or
otherwise dispose of the Restricted Units except as permitted under Section 9.
Each certificate for Restricted Units shall contain a legend giving appropriate
notice of the restrictions in the Restricted Unit Agreement.  The Participant
shall be entitled to have the legend removed from the certificate covering the
Restricted Units subject to restrictions when all restrictions in such
Restricted Units have lapsed.  The Committee may determine that the Issuer will
not issue certificates for Restricted Units until all restrictions on such
Restricted Units have lapsed, or that the Issuer will retain possession of
certificates for Restricted Units until all restrictions on such Restricted
Units have lapsed.

               E.  Lapse of Restrictions.  All restrictions imposed on
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Restricted Units shall lapse upon the expiration of the applicable Restriction
Period and the satisfaction of all conditions imposed by the Committee. The
Committee may determine, as to any or all Restricted Unit Grants, that the
restrictions thereon shall lapse without regard to any Restriction Period.


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          VII.  Amendment and Termination.  The Committee may amend, alter,
                -------------------------
suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided, that any such amendment, alteration, suspension, discontinuance or
termination that would materially adversely affect the rights of any Participant
shall not to that extent be effective without the written consent of the
affected Participant.

          VIII.  General Provisions.
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                 A.  Nontransferability.  Except as provided in this paragraph,
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no Restricted Unit granted under the Plan shall be assignable or otherwise
transferable by the Participant, either voluntarily or involuntarily, except by
will or the laws of descent and distribution or in a sale or other transfer to
the Company.  Except as provided in this paragraph, prior to an IPO, POPs may
not be assignable or otherwise transferrable other than by will or by the laws
of descent and distribution, and any such transfer shall be void and
unenforceable against the Company or an Affiliate.  The Committee may in the
applicable Restricted Unit Agreement or at any time thereafter in an amendment
to such Restricted Unit Agreement, provide that Restricted Units granted
hereunder may be transferred with or without consideration by the Participant,
subject to such rules as the Committee may adopt to preserve the purposes of the
Plan, to one or more of:

                     1.  the Participant's spouse, children or grandchildren
(including adopted children, stepchildren and grandchildren) (collectively, the
"Immediate Family");

                     2.  a trust solely for the benefit of the Participant
and/or his Immediate Family;

                     3. a partnership or limited liability company, the partners
or members of which are limited to the Participant and his Immediate Family; or

                     4.  any other person or entity authorized by the Committee.

(each transferee is hereinafter referred to as a "Permitted Transferee");
provided, however, that the Participant gives the Committee advance written
notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Participant in writing that such a transfer would comply
with the requirements of the Plan, any applicable Restricted Unit Agreement and
any amendments thereto.

The terms and conditions of any Restricted Unit transferred in accordance with
the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan or in an applicable Restricted Unit Agreement, or any
amendment thereto, to a Participant shall be deemed to refer to the Permitted
Transferee, except that:  (x) Permitted Transferees shall not be entitled to
transfer any Restricted Units other than by will or the laws of descent and
distribution; (y) the Committee and the Issuer shall not


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be required to provide any notice to a Permitted Transferee, whether or not such
notice is or would otherwise have been required to be given to the Participant
under the Plan or otherwise; and (z) the effects of termination of employment as
to the Restricted Units shall continue to be determined with respect to the
employment and termination from employment of the Participant.

                 B.  Beneficiaries.  Each Participant may designate any
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person(s) or legal entity(ies), including his estate, as his beneficiary under
the Plan. Such designation shall be made in writing on a form filed with the
Secretary of the Company or his designee and may be revoked or changed by such
Participant at any time by filing written notice of such revocation or change
with the Secretary or the Company or his designee. If no person shall be
designated by a Participant as his beneficiary or if no person designated as a
beneficiary survives such Participant, the Participant's beneficiary shall be
his estate.

                 C.  No Rights to Grants.  No Person shall have any claim to
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receive any grant under the Plan, and there is no obligation for uniformity of
treatment of Participants or holders or beneficiaries of grants made under this
Plan. The terms and conditions of grants made under the Plan and the Committee's
determinations and interpretations with respect thereto need not be the same
with respect to each Participant (whether or not such Participants are similarly
situated).

                 D.  Certificates.  All certificates, if any, evidencing POPs
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or other interests in or securities of the Company or any Affiliate delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such securities are then listed and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

                 E.  Delegation.  Subject to the terms of the Plan, the
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provisions of any Restricted Unit Agreement and applicable law, the Committee
may delegate to one or more officers or managers of the Company or any
Affiliate, or to a Committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Restricted Units to, or to cancel, modify or waive rights with respect to, or to
alter, discontinue, suspend or terminate Restricted Units held by Participants.

                 F.  Section 83(b) Election.  Unless the Committee determines
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otherwise, an individual granted a Restricted Unit will be required to make a
timely, valid election under section 83(b) of the Internal Revenue Code of 1986,
as amended.


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                 G.  Withholding.  A Participant may be required to pay to the
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Issuer, and the Issuer and its affiliates shall have the right and are hereby
authorized to withhold from any payment due or transfer made under any
Restricted Unit, under the Plan or from any compensation or other amount owing
to a Participant, the amount (in cash, securities or other property) of any
applicable federal, state and other governmental withholding taxes in respect of
a Restricted Unit, its exercise or any payment or transfer under a Restricted
Unit or the Plan and to take such other action as may be necessary in the
opinion of the Issuer to satisfy all obligations for the payment of such taxes.

                 H.  Agreements.  Each Restricted Unit hereunder shall be
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evidenced by a Restricted Unit Agreement which shall be delivered to the
Participant and shall specify the terms and conditions of the Restricted Unit,
and any rules applicable thereto.

                 I.  No Limit on Other Compensation Arrangements.  Nothing
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contained in the Plan shall prevent the Issuer or any affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of Restricted Units, securities and other types of awards,
and such arrangements may be either generally applicable or applicable only in
specific cases.

                 J.  No Right to Employment.  No grant made hereunder shall be
                     ----------------------
construed as giving a Participant the right to be retained in the employ of, or
in any other continuing relationship with, the Issuer or any affiliate of the
Issuer.

                 K.  Special Incentive Compensation.  By acceptance of a grant
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hereunder, each Participant shall be deemed to have agreed that such grant is
special incentive compensation that will not be taken into account, in any
manner, as salary, compensation or bonus in determining the amount of any
payment under any pension, retirement, life insurance, disability or other
employee benefit plan of the Company or any affiliate of any other Person.  In
addition, each beneficiary of a deceased Participant shall be deemed to have
agreed that such grant will not affect the amount of any life insurance
coverage, if any, provided by any Person on the life of the Participant which is
payable to such beneficiary under any life insurance plan covering employees.

                 L.  Governing Law.  The validity, construction and effect of
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the Plan and any rules and regulations relating to the Plan and any Restricted
Unit Agreement shall be determined in accordance with the laws of the State of
New York applicable to agreements made and to be performed entirely within such
state.

                 M.  Severability.  If any provision of the Plan or any grant
                     ------------
made hereunder is, becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction or as to any Person or grant, or would disqualify the Plan
or any grant under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or

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deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the grant, such provision shall be stricken
as to such jurisdiction, Person or granted and the remainder of the Plan and any
such grant shall remain in full force and effect.

                 N.  Other Laws.  The Committee may refuse to issue or
                     ----------
transfer any Restricted Units if, acting in its sole discretion, it determines
that the issuance or transfer of such Restricted Units would violate any
applicable law or regulation and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the grant of such
Restricted Units shall be promptly refunded. Without limiting the generality of
the foregoing, no Restricted Unit granted hereunder shall be construed as an
offer to sell securities of the Company, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any
such offer, if made, would be in compliance with all applicable securities laws.

                 O.  No Trust or Fund Created.  Neither the Plan nor any grant
                     ------------------------
made under the Plan shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Issuer or any affiliate
and a Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Issuer or any affiliate pursuant to a grant
made under the Plan such right shall be no greater than the right of any
unsecured general creditor of the Company or any affiliate.

                 P.  Headings.  Headings are used herein solely as a
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convenience to facilitate reference and shall not be deemed in any way material
or relevant to the construction or interpretation of the Plan or any provision
thereof.

                 Q.  Amendment to Operating Agreement.  Neither the adoption of
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this Plan nor any grant hereunder shall restrict in any way the adoption of any
amendment to the Partnership Agreement in accordance with the terms of such
Agreement.

          IX.    Term of the Plan.
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                 A.  Effective Date.  The Plan, when approved by the Board,
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shall be effective as of March 29, 2000 (the "Effective Date").

                 B.  Expiration Date.  No grant shall be made under the Plan
                     ---------------
after the tenth anniversary of the Effective Date. Unless otherwise expressly
provided in the Plan or in an applicable Restricted Unit, any Restricted Unit
granted hereunder may, and the authority of the Committee to amend, alter,
adjust, suspend, discontinue or terminate any conditions or rights under any
such Restricted Unit shall, continue after the tenth anniversary of the
Effective Date.

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