Exhibit 10.3
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP




---



##### 



TABLE OF CONTENTS
 PageARTICLE 1  DEFINED TERMS
    
    
    1ARTICLE 2  ORGANIZATIONAL MATTERS
    
    
    13Section 2.1 Formation and Continuation
    
    
    13Section 2.2 Name
    
    
    13Section 2.3 Registered Office and Agent; Principal Office
    
    
    13Section 2.4 Power of Attorney
    
    
    13Section 2.5 Term
    
    
    15ARTICLE 3  PURPOSE
    
    
    15Section 3.1 Purpose and Business
    
    
    15Section 3.2 Powers
    
    
    15ARTICLE 4  CAPITAL CONTRIBUTIONS
    
    
    15Section 4.1 Capital Contributions of the Partners
    
    
    15Section 4.2 Future Issuances of Additional Partnership Interests
    
    
    16Section 4.3 Contribution of Proceeds of Issuance of REIT Shares
    
    
    18Section 4.4 Other Contribution Provisions
    
    
    18Section 4.5 No Preemptive Rights
    
    
    18Section 4.6 No Interest on Capital
    
    
    18ARTICLE 5  DISTRIBUTIONS
    
    
    19Section 5.1 Requirement and Characterization of Distributions
    
    
    19Section 5.2 Amounts Withheld
    
    
    20Section 5.3 Distributions Upon Liquidation
    
    
    20Section 5.4 Revisions to Reflect Issuance of Additional Partnership Interests
    
    
    20ARTICLE 6  ALLOCATIONS
    
    
    20Section 6.1 Allocations For Capital Account Purposes
    
    
    20ARTICLE 7  MANAGEMENT AND OPERATIONS OF BUSINESS
    
    
    21Section 7.1 Management
    
    
    21Section 7.2 Certificate of Limited Partnership
    
    
    25Section 7.3 Restrictions on General Partner Authority
    
    
    26Section 7.4 Reimbursement of the General Partner and the Company; DRIPs and
Repurchase Programs
    
    
    26Section 7.5 Outside Activities of the General Partner
    
    
    28Section 7.6 Contracts with Affiliates
    
    
    28Section 7.7 Indemnification
    
    
    29Section 7.8 Liability of the General Partner
    
    
    30Section 7.9 Other Matters Concerning the General Partner
    
    
    31Section 7.10 Title to Partnership Assets
    
    
    32Section 7.11 Reliance by Third Parties
    
    
    32
  i




---



##### 



PageARTICLE 8  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
    
    
    33Section 8.1 Limitation of Liability
    
    
    33Section 8.2 Management of Business
    
    
    33Section 8.3 Outside Activities of Limited Partners
    
    
    33Section 8.4 Return of Capital
    
    
    33Section 8.5 Rights of Limited Partners Relating to the Partnership
    
    
    34Section 8.6 Redemption Right
    
    
    34ARTICLE 9  BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    36Section 9.1 Records and Accounting
    
    
    36Section 9.2 Taxable Year and Fiscal Year
    
    
    37Section 9.3 Reports
    
    
    37ARTICLE 10  TAX MATTERS
    
    
    37Section 10.1 Preparation of Tax Returns
    
    
    37Section 10.2 Tax Elections
    
    
    37Section 10.3 Tax Matters Partner
    
    
    37Section 10.4 Organizational Expenses
    
    
    39Section 10.5 Withholding
    
    
    39ARTICLE 11  TRANSFERS AND WITHDRAWALS
    
    
    40Section 11.1 Transfer
    
    
    40Section 11.2 Transfer of the Companys General Partner Interest and Limited Partner
Interest; Extraordinary Transactions
    
    
    40Section 11.3 Limited Partners Rights to Transfer
    
    
    41Section 11.4 Substituted Limited Partners
    
    
    43Section 11.5 Assignees
    
    
    43Section 11.6 General Provisions
    
    
    43ARTICLE 12  ADMISSION OF PARTNERS
    
    
    44Section 12.1 Admission of Successor General Partner
    
    
    44Section 12.2 Admission of Additional Limited Partners
    
    
    44Section 12.3 Amendment of Agreement and Certificate of Limited Partnership
    
    
    45ARTICLE 13  DISSOLUTION, LIQUIDATION AND TERMINATION
    
    
    45Section 13.1 Dissolution
    
    
    45Section 13.2 Winding Up
    
    
    46Section 13.3 Compliance with Timing Requirements of Regulations
    
    
    48Section 13.4 Rights of Limited Partners
    
    
    48Section 13.5 Notice of Dissolution
    
    
    48Section 13.6 Termination of Partnership and Cancellation of Certificate of Limited
Partnership
    
    
    49Section 13.7 Reasonable Time for Winding-Up
    
    
    49Section 13.8 Waiver of Partition
    
    
    49Section 13.9 Liability of Liquidator
    
    
    49
  ii




---



##### 



PageARTICLE 14  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
    
    
    49Section 14.1 Amendments
    
    
    49Section 14.2 Meetings of the Partners
    
    
    51ARTICLE 15  ARBITRATION OF DISPUTES
    
    
    51ARTICLE 16  GENERAL PROVISIONS
    
    
    52Section 16.1 Addresses and Notice
    
    
    52Section 16.2 Titles and Captions
    
    
    52Section 16.3 Pronouns and Plurals
    
    
    53Section 16.4 Further Action
    
    
    53Section 16.5 Binding Effect
    
    
    53Section 16.6 Creditors
    
    
    53Section 16.7 Waiver
    
    
    53Section 16.8 Counterparts
    
    
    53Section 16.9 Applicable Law
    
    
    53Section 16.10 Invalidity of Provisions
    
    
    54Section 16.11 No Rights as Shareholders
    
    
    54Section 16.12 Entire Agreement
    
    
    54
  iii




---



##### 



Exhibit A
    
    
    
    Partners Contributions and Partnership InterestsExhibit B
    
    
    
    Capital Account MaintenanceExhibit C
    
    
    
    Special Allocation RulesExhibit D
    
    
    
    Notice of Redemption
  iv




---



##### 



AGREEMENT OF LIMITED PARTNERSHIP
OF
DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP
 Agreement Company Partnership Initial
Limited Partner
    ARTICLE 1  DEFINED TERMS
  Act
 Additional Limited Partner
 Adjusted Capital Account
  1




---



##### 



Adjusted Capital Account Deficit
 Adjusted Property Exhibit B Exhibit B
 Affiliate
 Agreed Value Exhibit A
 Agreement
 Arbitrator
 Articles of Incorporation
 Assignee
  2




---



##### 



Available Cash
 Exhibit C
               3




---



##### 



Book-Tax Disparities Exhibit B
 Business Day
 Capital Account Exhibit B
 Capital Contribution
 Carrying Value Exhibit B
 Cash Amount
 Certificate of Designations
 Certificate of Limited Partnership
 Code
  4




---



##### 



Common Unit Exhibit
A
 Common Unitholder
 Company
 Company Debt Securities
 Consent
 Contributed Property Exhibit B Exhibit B
 Conversion Factor provided that provided however provided that
  5




---



##### 



Depreciation provided however
 Distribution Period
 Extraordinary Transaction
 Filing Date
 Full Distribution Period
 General Partner
 General Partner Interest
 IRS
  6




---



##### 



Incapacity Incapacitated
 Indemnitee
 Independent Director
 IPO Event
 Limited Partner Exhibit A
  7




---



##### 



Limited Partner Interest
 Liquidating Event
 Liquidator
 Net Income Exhibit B Exhibit C
 Net Loss Exhibit B Exhibit C
 Newly Issued Unit
 New Securities
 Nonrecourse Built-in Gain Exhibit C
 Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Redemption Exhibit D
  8




---



##### 



Partner Partners
 Partner Minimum Gain
 Partner Nonrecourse Debt
 Partner Nonrecourse Deductions
 Partnership Debt Securities
 Partnership Interest
 Partnership Minimum Gain
 Partnership Record Date
 Partnership Unit Unit Exhibit A
  9




---



##### 



Partnership Year
 Percentage Interest Exhibit A
 Person
 Preferred Unit Exhibit
A
 Preferred Unitholder
 Property
 Qualified REIT Subsidiary
 Redeeming Partner
 Redemption Amount
 Redemption Right
 Regulations
 REIT
 REIT Share
  10




---



##### 



REIT Shares Amount provided that Rights
 Residual Gain Residual Loss Exhibit C
 Rights
 704(c) Value Exhibit B
 Specified Redemption Date 10th provided that
 Subsidiary
 Substituted Limited Partner
 Terminating Capital Transaction
  11




---



##### 



Unrealized Gain Exhibit B Exhibit B
 Unrealized Loss Exhibit B Exhibit B
 Valuation Date
 Value provided that i.e.
  12




---



##### 



ARTICLE 2  ORGANIZATIONAL MATTERS
 Formation and Continuation
  Name
  Registered Office and Agent; Principal Office
  Power of Attorney
    13




---



##### 



14




---



##### 



Term
  ARTICLE 3  PURPOSE
 Purpose and Business
 provided however
 Powers
 provided however
 ARTICLE 4  CAPITAL CONTRIBUTIONS
 Capital Contributions of the Partners
 Exhibit A Exhibit A Exhibit A
  15




---



##### 



Exhibit A
  Future Issuances of Additional Partnership Interests
 provided that
  16




---



##### 



New Securities provided however
 Company Debt Securities Partnership Debt Securities provided however
  17




---



##### 



Contribution of Proceeds of Issuance of REIT Shares
  Other Contribution Provisions
  No Preemptive Rights
  No Interest on Capital
   18




---



##### 



ARTICLE 5  DISTRIBUTIONS
 Requirement and Characterization of Distributions
 provided that
 Distribution Period Full Distribution
Amount
  19




---



##### 



Amounts Withheld
   Distributions Upon Liquidation
  Revisions to Reflect Issuance of Additional Partnership Interests
  ARTICLE 6  ALLOCATIONS
 Allocations For Capital Account Purposes
 Exhibit B
 Exhibit C
    20




---



##### 



Exhibit C
       ARTICLE 7  MANAGEMENT AND OPERATIONS OF BUSINESS
 Management
    21




---



##### 



22




---



##### 



provided that
    23




---



##### 



24




---



##### 



Certificate of Limited Partnership
   25




---



##### 



Restrictions on General Partner Authority
   Reimbursement of the General Partner and the Company; DRIPs and Repurchase
Programs
    26




---



##### 



27




---



##### 



Outside Activities of the General Partner
  Contracts with Affiliates
       28




---



##### 



Indemnification
      29




---



##### 



Liability of the General Partner
   30




---



##### 



Other Matters Concerning the General Partner
      31




---



##### 



Title to Partnership Assets
 provided however
 Reliance by Third Parties
   32




---



##### 



ARTICLE 8  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
 Limitation of Liability
  Management of Business
  Outside Activities of Limited Partners
  Return of Capital
 Exhibit C
  33




---



##### 



Rights of Limited Partners Relating to the Partnership
         Redemption Right
 Redemption Right Redeeming Partner provided
  34




---



##### 



however
    35




---



##### 



ARTICLE 9  BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Records and Accounting
 provided that
  36




---



##### 



Taxable Year and Fiscal Year
  Reports
   ARTICLE 10  TAX MATTERS
 Preparation of Tax Returns
  Tax Elections
  Tax Matters Partner
   37




---



##### 



tax audit judicial
review
 final adjustment
       38




---



##### 



Organizational Expenses
  Withholding
 The Wall Street
Journal i.e.
  39




---



##### 



ARTICLE 11  TRANSFERS AND WITHDRAWALS
 Transfer
   Transfer of the Companys General Partner Interest and Limited Partner
Interest; Extraordinary Transactions
   40




---



##### 



provided that
 Surviving Partnership
  Limited Partners Rights to Transfer
   41




---



##### 



provided that
  42




---



##### 



Substituted Limited Partners
   Exhibit A
 Assignees
  General Provisions
    43




---



##### 



provided however
 ARTICLE 12  ADMISSION OF PARTNERS
 Admission of Successor General Partner
  Admission of Additional Limited Partners
   44




---



##### 



provided however
 Amendment of Agreement and Certificate of Limited Partnership
 Exhibit A
 ARTICLE 13  DISSOLUTION, LIQUIDATION AND TERMINATION
 Dissolution
 Liquidating Event
   45




---



##### 



Winding Up
 Liquidator
   46




---



##### 



47




---



##### 



Compliance with Timing Requirements of Regulations
   Rights of Limited Partners
  Notice of Dissolution
   48




---



##### 



Termination of Partnership and Cancellation of Certificate of Limited
Partnership
  Reasonable Time for Winding-Up
  Waiver of Partition
  Liability of Liquidator
  ARTICLE 14  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
 Amendments
 provided that
  49




---



##### 



Exhibit A Exhibit A
        50




---



##### 



Meetings of the Partners
     ARTICLE 15  ARBITRATION OF DISPUTES
 Arbitrator
  51




---



##### 



Filing
Date
  ARTICLE 16  GENERAL PROVISIONS
 Addresses and Notice
 Exhibit A
 Titles and Captions
   52




---



##### 



Pronouns and Plurals
  Further Action
  Binding Effect
  Creditors
  Waiver
  Counterparts
  Applicable Law
   53




---



##### 



Invalidity of Provisions
  No Rights as Shareholders
  Entire Agreement
    54




---



##### 



GENERAL PARTNER:DiamondRock Hospitality CompanyBy:
    
    /s/ Michael D. Schecter

Name: Michael D. SchecterTitle:   General CounselLIMITED PARTNER:DiamondRock Hospitality, LLCBy:
    
    DiamondRock Hospitality Company,its sole MemberBy:
    
    /s/ Michael D. SchecterName: Michael D. SchecterTitle:   General Counsel




---



##### 



FORM OF LIMITED PARTNER SIGNATURE PAGE
FOR PARTNERS ADMITTED AFTER JUNE ___, 2004
  Signature Line for Limited Partner:
    
    [Name]By:Name:Title:Date:Address of Limited Partner:




---



##### 



Exhibit A




---



##### 



Exhibit B
  Capital Accounts of the Partners
   (1)
    
    Any income, gain, or loss attributable to the taxable
disposition of any Partnership property shall be determined as if the adjusted
basis of such property as of such date of disposition were equal in amount to
the Partnerships Carrying Value with respect to such property as of such date.(2)
    
    In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or
loss, there shall be taken into account Depreciation for such fiscal year.(3)
    
    In the event the Carrying Value of any Partnership Asset is
adjusted pursuant to Section 1.D hereof, the amount of any such adjustment
shall be taken into account as gain or loss from the disposition of such asset.
  D.
    (1)
    
    Consistent with the provisions of Regulations Section 1.704-1(b)(2)(iv)(f),
the Carrying Value of all Partnership assets shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership
property, as of the times specified in such Regulation; provided,
however, that (other than in connection with a liquidation of the Partnership)
such adjustments shall be made only if the General Partner determines that they are
necessary or appropriate to reflect the relative economic interests of the Partners in
the Partnership.(2)
    
    In accordance with Regulations Section 1.704-1(b)(2)(iv)(e),
the Carrying Value of Partnership assets distributed in kind shall be adjusted
upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as of the time any such asset is
distributed.
  B-1




---



##### 



(3)
    
    In determining Unrealized Gain or Unrealized Loss for purposes
of this Exhibit B, the aggregate cash amount and fair market value of
all Partnership assets (including cash or cash equivalents) shall be determined
by the General Partner using such reasonable method of valuation as it may
adopt, or in the case of a liquidating distribution pursuant to Article 13 of
the Agreement, shall be determined and allocated by the Liquidator using such
reasonable methods of valuation as it may adopt. The General Partner, or the
Liquidator, as the case may be, shall allocate such aggregate value among the
assets of the Partnership (in such manner as it determines in its sole and
absolute discretion to arrive at a fair market value for individual
properties).
 Exhibit B
 No Interest
   B-2




---



##### 



Exhibit C
  Special Allocation Rules
 Exhibit C
 Minimum Gain Chargeback Exhibit C
 Partner Minimum Gain Chargeback Exhibit C
 Qualified Income Offset
  C-1




---



##### 



Nonrecourse Deductions
 Partner Nonrecourse Deductions
 Code Section 754 Adjustments
 Curative Allocations Exhibit C Regulatory Allocations provided however
 Allocations for Tax Purposes
 Exhibit C
  C-2




---



##### 



No Withdrawal
   C-3




---



##### 



Exhibit D
   Dated:
 Name of Limited Partner:
    
    Please
Print
 (Signature
of Limited Partner)(Street Address)(City)                         (State)                   (Zip Code)Signature Guaranteed by:
  Name:
 Please insert social security or identifying number:
  D-1