<PAGE>

                                                                  EXHIBIT 4.1(D)



                                EQUITY INNS, INC.

            ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED
                  CHARTER DESIGNATING AND FIXING THE RIGHTS AND
              PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK

         To the Secretary of State of the State of Tennessee:

         Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned Tennessee corporation adopts the
following amendments to its Second Amended and Restated Charter (the "Charter").

         1. The name of the corporation is Equity Inns, Inc. (the
         "Corporation").

         2. The text of the amendments adopted to the Charter are as follows:

         FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article 5 of the Charter and by Section
48-16-102 of the Tennessee Business Corporation Act, as amended, the Board of
Directors has, by resolution, duly divided and classified 3,450,000 shares of
the preferred stock of the Corporation into a series designated 8.75% Series B
Cumulative Preferred Stock (the "Series B Preferred Stock") and has provided for
the issuance of the Series B Preferred Stock.

         SECOND: Article 5 of the Charter is hereby amended by adding the
following as a new subsection (b) to such Article 5:

         1. DESIGNATION AND NUMBER. A series of Preferred Stock, designated the
         8.75% Series B Cumulative Preferred Stock" (the "Series B Preferred
         Stock"), is hereby established. The maximum number of authorized shares
         of the Series B Preferred Stock shall be 3,450,000.

         2. RANK. The Series B Preferred Stock will, with respect to dividend
         rights and rights upon liquidation, dissolution or winding up of the
         Corporation, rank (a) prior or senior to any class or series of Common
         Stock of the Corporation and any other class or series of equity
         securities of the Corporation, if the holders of Series B Preferred
         Stock shall be entitled to the receipt of dividends or of amounts
         distributable upon liquidation, dissolution or winding up in preference
         or priority to the holders of shares of such class or series ("Junior
         Stock"); (b) on a parity with any class or series of equity securities
         of the Corporation if, pursuant to the specific terms of such class or
         series of equity securities, the holders of such class or series of
         equity securities and the Series B Preferred Stock shall be entitled to
         the receipt of dividends and of amounts distributable upon liquidation,
         dissolution or winding up in proportion to their respective amounts of
         accrued and unpaid dividends per share or liquidation preferences,
         without preference or priority one over the other ("Parity Stock"); (c)
         junior to any class or series of equity


<PAGE>

         securities of the Corporation if, pursuant to the specific terms of
         such class or series, the holders of such class or series shall be
         entitled to the receipt of dividends or amounts distributable upon
         liquidation, dissolution or winding up in preference or priority to the
         holders of the Series B Preferred Stock ("Senior Stock"); and (d)
         junior to all existing and future indebtedness of the Corporation. The
         term "equity securities" does not include convertible debt securities,
         which will rank senior to the Series B Preferred Stock prior to
         conversion.

         3. DIVIDENDS.

                  (a) Holders of Series B Preferred Stock shall be entitled to
         receive, when and as declared by the Board of Directors, out of funds
         of the Corporation legally available for payment, cash dividends at the
         rate of 8.75% per annum of the $25 liquidation preference (equivalent
         to $2.1875 per annum per share). Such dividends shall be cumulative
         from the date of original issue, whether or not in any dividend period
         or periods (i) such dividends shall be declared, (ii) there shall be
         funds of the Corporation legally available for the payment of such
         dividends or (iii) any agreement of the Corporation prohibits payment
         of such dividends, and shall be payable quarterly on or before the last
         day of January, April, July and October of each year (or, if not a
         business day, the next succeeding business day, each a "Dividend
         Payment Date"), commencing October 31, 2003. The first dividend will be
         prorated for less than a full quarter. Any dividend payable on the
         Series B Preferred Stock for any partial dividend period will be
         computed on the basis of twelve 30-day months and a 360 day year.
         Dividends will be payable in arrears to holders of record as they
         appear on the stock records of the Corporation at the close of business
         on the last business day of March, June, September and December
         immediately preceding such Dividend Payment Date. Holders of Series B
         Preferred Stock shall not be entitled to receive any dividends in
         excess of cumulative dividends on the Series B Preferred Stock. No
         interest shall be paid in respect of any dividend payment or payments
         on the Series B Preferred Stock that may be in arrears.

                  (b) When dividends are not paid in full upon the Series B
         Preferred Stock or any other class or series of Parity Stock, or a sum
         sufficient for such payment is not set apart, all dividends declared
         upon the Series B Preferred Stock and any other class or series of
         Parity Stock shall be declared ratably in proportion to the respective
         amounts of dividends accumulated, accrued and unpaid on the Series B
         Preferred Stock and accumulated, accrued and unpaid on such Parity
         Stock. Except as set forth in the preceding sentence, unless dividends
         on the Series B Preferred Stock equal to the full amount of
         accumulated, accrued and unpaid dividends have been or
         contemporaneously are declared and paid, or declared and a sum
         sufficient for the payment thereof set apart for such payment for all
         past dividend periods, no dividends shall be declared or paid or set
         aside for payment by the Corporation with respect to any class or
         series of Parity Stock. Unless full cumulative dividends on the Series
         B Preferred Stock have been paid or declared and set apart for payment
         for all past dividend periods, no dividends (other than dividends paid
         in shares of Junior Stock or options, warrants or rights to subscribe
         for or purchase shares of Junior Stock) shall be declared or paid or
         set apart for payment



<PAGE>


         by the Corporation with respect to any shares of Junior Stock, nor
         shall any shares of Junior Stock be redeemed, purchased or otherwise
         acquired (except for purposes of an employee benefit plan) for any
         consideration (except by conversion or exchange for shares of Junior
         Stock, or options, warrants or rights to subscribe for or purchase
         shares of Junior Stock), nor shall any other cash or other property be
         paid or distributed to or for the benefit of holders of shares of
         Junior Stock. Notwithstanding the above, the Corporation shall not be
         prohibited from (i) declaring or paying or setting apart for payment
         any dividend or distribution on any shares of Parity Stock or (ii) or
         redeeming, purchasing or otherwise acquiring any Parity Stock, in each
         case, if such declaration, payment, redemption, purchase or other
         acquisition is necessary to maintain the Corporation's qualification as
         a REIT.

                  (c) No dividends on shares of Series B Preferred Stock shall
         be declared by the Board of Directors or paid or set apart for payment
         by the Corporation at such time as the terms and provisions of any
         agreement of the Corporation, including any agreement relating to its
         indebtedness, prohibits such declaration, payment or setting apart for
         payment or provides that such declaration, payment or setting apart for
         payment would constitute a breach thereof or a default thereunder, or
         if such declaration or payment shall be restricted or prohibited by
         law.

                  (d) If, for any taxable year, the Corporation elects to
         designate as "capital gain dividends" (as defined in Section 857 of the
         Internal Revenue Code of 1986, as amended (the "Code")) any portion
         (the "Capital Gains Amount") of the dividends (as determined for
         federal income tax purposes) paid or made available for the year to
         holders of all classes of stock (the "Total Dividends"), then the
         portion of the Capital Gains Amount that shall be allocable to the
         holders of Series B Preferred Stock shall be the amount that the total
         dividends (as determined for federal income tax purposes) paid or made
         available to the holders of the Series B Preferred Stock for the year
         bears to the Total Dividends. The Corporation may elect to retain and
         pay income tax on its net long-term capital gains. In such a case, the
         holders of Series B Preferred Stock would include in income their
         proportionate share of the Corporation's undistributed long-term
         capital gains, as designated by the Corporation.

         4. LIQUIDATION PREFERENCE.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
         or winding up of the Corporation, before any payment or distribution by
         the Corporation shall be made to or set apart for the holders of any
         shares of Junior Stock, the holders of shares of Series B Preferred
         Stock shall be entitled to receive a liquidation preference of $25 per
         share (the "Liquidation Preference"), plus an amount equal to all
         accumulated, accrued and unpaid dividends (whether or not earned or
         declared) to the date of final distribution to such holders, but such
         holders shall not be entitled to any further payment. Until the holders
         of the Series B Preferred Stock have been paid the Liquidation
         Preference in full, plus an amount equal to all accumulated, accrued
         and unpaid dividends (whether or not earned or declared) to the date of
         final distribution to such holders, no payment shall be made to any
         holder of Junior Stock upon the liquidation, dissolution or winding up
         of the Corporation.
<PAGE>

                  (b) If upon any liquidation, dissolution or winding up of the
         Corporation, the assets of the Corporation, or proceeds thereof,
         distributable among the holders of Series B Preferred Stock shall be
         insufficient to pay in full the above described preferential amount and
         liquidating payments on any other shares of any class or series of
         Parity Stock, then such assets, or the proceeds thereof, shall be
         distributed among the holders of Series B Preferred Stock and any such
         other Parity Stock ratably in the same proportion as the respective
         amounts that would be payable on such Series B Preferred Stock and any
         such other Parity Stock if all amounts payable thereon were paid in
         full.

                  (c) A voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation shall not include a consolidation or
         merger of the Corporation with one or more corporations, a sale or
         transfer of all or substantially all of the Corporation's assets, or a
         statutory share exchange.

                  (d) Upon any liquidation, dissolution or winding up of the
         Corporation, after payment shall have been made in full to the holders
         of Series B Preferred Stock and any Parity Stock, any other series or
         class or classes of Junior Stock shall be entitled to receive any and
         all assets remaining to be paid or distributed, and the holders of the
         Series B Preferred Stock and any Parity Stock shall not be entitled to
         share therein.

         5. REDEMPTION.

                  (a) Shares of Series B Preferred Stock shall not be redeemable
         prior to August 11, 2008. However, in order to ensure that the
         Corporation will continue to meet the requirement for qualification as
         a REIT, the Series B Preferred Stock will be subject to the provisions
         of Article 14 of the Corporation's Charter (the "Charter") pursuant to
         which shares of Preferred Stock and the Cumulative Stock of the
         Corporation owned by a shareholder in excess of 9.9% in value of the
         outstanding shares of capital stock of the Corporation (the "Ownership
         Limit") will be deemed "Shares-in-Trust" (as defined in such Article
         14). On and after August 11, 2008, the Corporation may redeem shares of
         Series B Preferred Stock, in whole or from time to time in part, at a
         cash redemption price equal to 100% of the Liquidation Preference plus
         all accrued and unpaid dividends to the date fixed for redemption (the
         "Redemption Date"). The Redemption Date shall be selected by the
         Corporation and shall not be less than 30 days nor more than 60 days
         after the date notice of redemption is sent by the Corporation. If full
         cumulative dividends on all outstanding shares of Series B Preferred
         Stock have not been paid or declared and set apart for payment, no
         shares of Series B Preferred Stock may be redeemed unless all
         outstanding shares of Series B Preferred Stock are simultaneously
         redeemed. The redemption price for the Series B Preferred Stock (other
         than any portion thereof consisting of accrued and unpaid dividends)
         shall be payable solely with the proceeds from the sale by the
         Corporation or the Partnership of other capital shares of the
         Corporation or the Partnership (whether or not such sale occurs
         concurrently with such redemption). For purposes of the preceding
         sentence, "capital shares" means any



<PAGE>

         common stock, preferred stock, depositary shares, partnership or other
         interests, participations or other ownership interests (however
         designated) and any rights (other than debt securities convertible into
         or exchangeable at the option of the holder for equity securities
         (unless and to the extent such debt securities are subsequently
         converted into capital shares)) or options to purchase any of the
         foregoing of or in the Corporation or the Partnership.

                  (b) Notice of redemption of the Series B Preferred Stock shall
         be mailed by the Corporation to each holder of record of the shares to
         be redeemed by first class mail, postage prepaid at such holder's
         address as the same appears on the stock records of the Corporation.
         Any notice which was mailed as described above shall be conclusively
         presumed to have been duly given on the date mailed whether or not the
         holder receives the notice. Each notice shall state: (i) the Redemption
         Date; (ii) the number of shares of Series B Preferred Stock to be
         redeemed; and (iii) the place or places where certificates for such
         shares of Series B Preferred Stock are to be surrendered for cash. From
         and after the Redemption Date, dividends on the shares of Series B
         Preferred Stock to be redeemed will cease to accrue, such shares shall
         no longer be deemed to be outstanding and all rights of the holders
         thereof shall cease (except the right to receive the cash payable upon
         such redemption).

                  (c) The Series B Preferred Stock has no stated maturity and
         will not be subject to any sinking fund or mandatory redemption
         provisions except as provided under Article 14 of the Charter.

                  (d) Subject to applicable law and the limitation on purchases
         when dividends on the Series B Preferred Stock are in arrears, the
         Corporation may, at any time and from time to time, purchase any shares
         of Series B Preferred Stock in the open market, by tender or by private
         agreement.

         6. VOTING RIGHTS.

                  (a) Holders of the Series B Preferred Stock will not have any
         voting rights, except as set forth below or as otherwise from time to
         time required by law.

                  (b) If and whenever distributions on any shares of Series B
         Preferred Stock or any series or class of Parity Stock shall be in
         arrears for six or more quarterly periods (whether or not consecutive),
         the number of directors then constituting the Board of Directors shall
         be increased by two and the holders of such shares of Series B
         Preferred Stock (voting together as a single class with all other
         shares of Parity Stock of any other class or series which is entitled
         to similar voting rights (the "Voting Preferred Stock")) will be
         entitled to vote for the election of the two additional directors of
         the Corporation at any annual meeting of stockholders or at a special
         meeting of the holders of the Series B Preferred Stock and of the
         Voting Preferred Stock called for that purpose. The Corporation must
         call such special meeting upon the request of any holder of record of
         shares of Series B Preferred Stock. Whenever dividends in arrears on
         outstanding shares


<PAGE>

         of the Series B Preferred Stock and the Voting Preferred Stock shall
         have been paid and dividends thereon for the current quarterly dividend
         period shall have been paid or declared and set apart for payment, then
         the right of the holders of the Series B Preferred Stock to elect such
         additional two directors shall cease and the terms of office of such
         directors shall terminate and the number of directors constituting the
         Board of Directors shall be reduced accordingly.

                  (c) The affirmative vote or consent of at least 66 2/3% of the
         votes entitled to be cast by the holders of the outstanding shares of
         Series B Preferred Stock and the holders of all other classes or series
         of Preferred Stock entitled to vote on such matters, voting as a single
         class, will be required to (i) authorize the creation of, the increase
         in the authorized amount of, or issuance of any shares of any class of
         Senior Stock or any security convertible into shares of any class of
         Senior Stock or (ii) amend, alter or repeal any provision of, or add
         any provision to, the Charter, including the Articles of Amendment, or
         the Corporation's bylaws, if such action would materially adversely
         affect the voting powers, rights or preferences of the holders of the
         Series B Preferred Stock. The amendment of the Charter to authorize,
         create, or to increase the authorized amount of Junior Stock or any
         shares of any class of Parity Stock, shall not be deemed to materially
         adversely affect the voting powers, rights or preferences of the
         holders of Series A Preferred Stock. No such vote of the holders Series
         B Preferred Stock as described above shall be required if provision is
         made to redeem all shares of Series B Preferred Stock at or prior to
         the time such amendment, alteration or repeal is to take effect, or
         when the issuance of any such shares or convertible security is to be
         made, as the case may be.

                  (d) With respect to the exercise of the above described voting
         rights, each share of Series B Preferred Stock shall have one (1) vote
         per share, except that when any other class or series of Preferred
         Stock shall have the right to vote with the Series B Preferred Stock as
         a single class, then the Series B Preferred Stock and such other class
         or series shall have one quarter of one (0.25) vote per $25 of stated
         Liquidation Preference.

                  (e) The foregoing voting provisions will not apply if, at or
         prior to the time when the act with respect to which such vote would
         otherwise be required shall be effected, all outstanding shares of
         Series B Preferred Stock shall have been redeemed or called for
         redemption upon proper notice and sufficient funds shall have been
         deposited in trust to effect such redemption.

         7. CONVERSION. The Series B Preferred Stock is not convertible into or
         exchangeable for any other property or securities of the Corporation.


         THIRD: The above-listed amendments are to become effective when these
articles of amendment are accepted for filing by the Secretary of State of the
State of Tennessee.

<PAGE>


FOURTH: The above-listed amendments do not provide for the exchange,
reclassification or cancellation of existing shares.


FIFTH: The above-listed amendments were duly adopted by the Board of Directors
of the Corporation on July 3, 2003 and were not required to be adopted by the
shareholders of the Corporation.

         Dated this the _____ day of August, 2003.


                                    EQUITY INNS, INC.



                                    By:
                                       -----------------------------------------
                                    Name:
                                             -----------------------------------
                                    Title:
                                             -----------------------------------