**EXHIBIT
10.100**
  
  **CNL
HOTELS & RESORTS, INC.**
  **DEFERRED
FEE PLAN FOR DIRECTORS**
  **ARTICLE
1**
  **INTRODUCTION**
  This
Deferred Fee Plan is established by CNL Hotels & Resorts, Inc. (the
“Company”) for the benefit of its Directors and their Beneficiaries (as such
terms are defined below), and it shall be maintained according to the terms
hereof.
  **ARTICLE
2**
  **DEFINITIONS**
  When used
herein, the following capitalized words and phrases shall have the meanings
assigned to them, unless the context clearly indicates otherwise. Other
capitalized words and phrases shall have the meanings assigned to them in the
Incentive Plan.
  **2.1.**
    “**Board**”
      means the board of directors of the Company.**2.2.**
    “**Beneficiary**”
      means the person or persons, natural or otherwise, designated by a
      Director under Article 8.**2.3.**
    “**Cash
      Account**”
      means a bookkeeping account established by the Company in the name of a
      Director to which is credited (i) any Fees that are deferred by the
      Director under section 3.1(a) and directed into the Cash Account under
      section 3.1(b), and (ii) any interest that is credited to the
      Director under Article 4.**2.4.**
    “**Cash
      Fees**”
      means any Fees payable in cash.**2.5.**
    “**Code**”
      means the Internal Revenue Code of 1986, as amended.**2.6.**
    “**Common
      Stock**”
      means the common stock of the Company.**2.7.**
    “**Deferred
      Fee Accounts**”
      means a Director’s Cash Account and Stock Account.
  
  
 **2.8.**
    “**Deferred
      Fee Agreement**”
      means the written agreement, substantially in the form of Exhibit A
      hereto, between the Company and a Director, which, together with the
      Deferred Fee Plan, governs the Director’s rights to payment of deferred
      Fees (adjusted for interest and dividends, as applicable) under the
      Deferred Fee Plan.**2.9.**
    “**Deferred
      Fee Plan**”
      means the CNL Hotels & Resorts, Inc. Deferred Fee Plan For Directors
      set forth in this document, effective as of ____________________, 20___,
      as amended by the Board from time to time.**2.10.**
    “**Deferred
      Share**”
      means a Deferred Stock award or portion of a Deferred Stock award that
      entitles the holder to receive one share of Common Stock pursuant to the
      Incentive Plan.**2.11.**
    “**Fair
      Market Value**”
      means, as of any date, the value of Common Stock determined as
      follows:(a).
    If
      the Common Stock is listed on any established stock exchange or a national
      market system, including without limitation the Nasdaq National Market or
      The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
      Value shall be the closing sales price for such stock (or the closing bid,
      if no sales were reported) as quoted on such exchange or system on the day
      of determination, as reported in*The
      Wall Street Journal*or
      such other source as the administrator of this Deferred Fee Plan deems
      reliable;(b)
    If
      the Common Stock is regularly quoted by a recognized securities dealer but
      selling prices are not reported, its Fair Market Value shall be the mean
      between the high bid and low asked prices for the Common Stock on the day
      of determination; or(c)
    In
      the absence of an established market for the Common Stock, the Fair Market
      Value thereof shall be determined in good faith by the administrator of
      this Deferred Fee Plan.**2.12.**
    “**Fees**”
      means the annual retainer paid to a Director, any fees paid to a Director
      for attending meetings of the Board or any committee of the Board, and any
      fees paid to a Director for serving as chairman of a committee of the
      Board, and any other compensation paid to a Director, whether paid in cash
      or stock or any other property, for his or her services as a
      Director.
  
  
 **2.13.**
    “**Hardship**”
      means a severe financial hardship of the Director resulting from an
      illness or accident of the Director, the Director’s spouse, or the
      Director’s dependent (as defined in Section 152(a) of the Code), loss of
      the Director’s property due to casualty (including the need to rebuild a
      home following damage to a home not otherwise covered by homeowner’s
      insurance), or other similar extraordinary and unforeseeable circumstances
      arising as a result of events beyond the control of the Director. This
      definition of Hardship shall, at all times, be subject to the definition
      of an “unforeseeable emergency” as provided for in the Treasury
      Regulations for Section 409A of the Code. The existence of a Hardship
      shall be determined by the Chief Financial Officer of the Company in his
      discretion.**2.14.**
    “**Interest**”
      means the amount of interest credited to a Director’s Cash Account
      pursuant to Article 4.**2.15.**
    “**Incentive
      Plan**”
      means the CNL Hospitality Properties, Inc. 2004 Omnibus Long-Term
      Incentive Plan, as amended from time to time.**2.16.**
    “**Separation
      from Service**”
      has the meaning provided for such term under the Treasury Regulations for
      Section 409A of the Code.**2.17.**
    “**Share**”
      means a share of Common Stock.**2.18.**
    “**Stock
      Account**”
      means a bookkeeping account established by the Company in the name of a
      Director to which are credited (i) Deferred Shares for any Fees that
      are deferred by the Director under section 3.1(a) and directed into the
      Stock Account under section 3.1(b), and (ii) any additional Deferred
      Shares that are credited by the Company under Article 5.**2.19.**
    “**Stock
      Fees**”
      means the Fees payable in shares of Common Stock.**2.20.**
    “**Treasury
      Regulations**”
      means the regulations promulgated by the United States Treasury Department
      with respect to the Code.
 
   
  **ARTICLE
3**
  **DEFERRAL
OF FEES**
  **3.1.**
    **Election
      To Defer Fees.**(a)
    The
      election to defer Fees earned for a given year shall be made no later than
      December 15 of the previous year by filing a Deferred Fee Agreement with
      the Company. For a new Director, the election to defer Fees earned during
      his or her initial calendar year of service shall be made within 30 days
      following the Director’s election or appointment. For the first calendar
      year that the Deferred Fee Plan is in effect, the election to defer Fees
      earned during that year shall be made within thirty (30) days following
      the effective date of the Deferred Fee Plan. Each election shall remain in
      force for subsequent years until modified or revoked by the Director.(b)
    When
      a Director elects to defer Fees under section 3.1(a), the Director shall
      also elect whether amounts deferred should be credited to his or her Cash
      Account or to his or her Stock Account; provided, however, that deferred
      Stock Fees may be credited only to his or her Stock Account.(c)
    Every
      election to defer Fees shall specify the time when such deferred Fees
      shall be distributed pursuant to the choices provided in the Deferred Fee
      Agreement (subject to section 6.1 of this Deferred Fee Plan). To the
      extent that a Director fails to elect the time when the deferred Fees are
      to be distributed in the Deferred Fee Agreement, then such deferred Fees
      shall be distributed as of the January 15thfollowing the Director’s Separation from Service from the Company (subject
      to section 6.1 of this Deferred Fee Plan).**3.2.**
    **Crediting
      to Deferred Fee Accounts.**(a)
    When
      a Director elects under section 3.1(b) to have Cash Fees credited to his
      or her Cash Account, the Company shall credit the Director’s Cash Account,
      on the date that they otherwise would have been payable, with the portion
      of the Cash Fees that are specified in the Deferred Fee
      Agreement.
  
  
 (b)
    When
      a Director elects under section 3.1(b) to have Cash Fees credited to his
      or her Stock Account, the Company shall credit the Director’s Stock
      Account, on the date that they otherwise would have been payable, with a
      certain number of Deferred Shares. The number of Deferred Shares credited
      to the Stock Account shall be the quotient that results from dividing the
      portion of the Cash Fees that are specified in the Deferred Fee Agreement
      by the Fair Market Value of a share of Common Stock on such
      date.(c)
    When
      a Director elects under section 3.1(b) to have Stock Fees credited to his
      or her Stock Account, the Company shall credit the Director’s Stock
      Account, on the date that the shares of Common Stock that comprise the
      Stock Fees otherwise would have been transferred to the Director, with a
      number of Deferred Shares equal to the number of shares of Common Stock
      that are specified in the Deferred Fee Agreement.(d)
    No
      fractional Deferred Shares shall be credited under the Deferred Fee Plan.
      The number of Deferred Shares credited shall always be rounded down to the
      next whole unit and any fractional amount will be credited as cash into
      the Director’s Cash Account.(e)
    Deferred
      Shares credited to a Director’s Stock Account under the Deferred Fee Plan
      shall be granted pursuant to Deferred Stock awards under the Incentive
      Plan. Approval of the Deferred Fee Plan by the Board shall constitute
      approval of the grant of all such Deferred Stock awards. Such Deferred
      Shares shall have the terms set forth in the Director’s Deferred Fee
      Agreement (which shall serve to the extent necessary as the Agreement for
      the Deferred Stock award under the Incentive Plan) and the Deferred Fee
      Plan, to the extent that such terms are not inconsistent with the terms of
      the Incentive Plan. All such Deferred Shares shall be fully vested and
      nonforfeitable. Such Deferred Shares shall not be transferable pursuant to
      Section 7.C.iv. of the Incentive Plan.**3.3.**
    **Modification
      or Revocation of Deferral.**At
      any time prior to the last date upon which an election may be made for
      such period pursuant to Section 3.1, a Director may revoke his or her
      election to defer Fees or change his or her election regarding the
      Deferred Fee Account to which his or her deferred Fees are credited. In
      addition, a Director may revoke or modify his or her election to defer
      Fees for subsequent calendar years at any time prior to January
      1stof
      the year to which the revocation or modification is intended to apply. All
      modifications or revocations shall be made in writing and delivered to the
      Secretary of the Company.
 
   
  
  **ARTICLE
4**
  **INTEREST**
  Interest
on the balance shall be credited to each Director’s Cash Account, as of the end
of each calendar quarter, at a rate equal to the prime rate plus 2 percent as of
such quarter end.
  **ARTICLE
5**
  **DIVIDENDS**
  Each
Director with Deferred Shares credited to his or her Stock Account on the record
date of a dividend on Shares shall be credited on the payment date of the
dividend with a number of Deferred Shares (rounded down to the next whole unit
with any remainder being credited to the Director’s Cash Account) determined by
dividing the product of the number of Deferred Shares credited to the Director’s
Stock Account on the dividend record date and the dividend per share of Common
Stock by the Fair Market Value of a share of Common Stock on the dividend
payment date. Deferred Shares credited on account of dividends under this
Article 5 shall have the same terms as the Deferred Shares to which the
dividends relate.
  **ARTICLE
6**
  **PAYMENT
OF DEFERRED FEES**
  **6.1.**
    A
      Director (or his or her Beneficiary) shall be entitled to receive a
      benefit equal to the amounts credited to his or her Deferred Fee Accounts
      at the time specified in such Director’s Deferred Fee Agreement. Amounts
      credited to a Director’s Cash Account shall be paid in cash in a lump sum.
      Amounts credited to a Director’s Stock Account shall be paid in shares.The
      Deferred Fee Account will be distributed in accordance with the
      instructions provided in the Deferred Fee Agreement; provided, however,
      that with respect to the Director's Stock Account, such instructions
      do not conflict with the Incentive PlanNotwithstanding the foregoing, if a Director is a “key employee” as
      defined in Section 409A of the Tax Code and the Director has elected to
      receive his or her deferred Fees after a Separation from Service, then
      such distribution of his or her deferred Fees shall be made six months
      after the Separation from Service.
 **ARTICLE
7**
  **HARDSHIP
WITHDRAWALS**
  Except as
set forth in the following sentence, no Director, Beneficiary, nor any other
individual or entity shall have any right to make any early withdrawals from
such Director’s Deferred Fee Accounts. A Director may, in the discretion of the
Company, be entitled to withdraw all or a portion of the amount credited to his
or her Deferred Fee Accounts in the event of Hardship. Withdrawals from the Cash
Account shall be payable in cash and withdrawals from the Stock Account shall be
payable in Shares, subject to the provisions of Article 6.
   
  
  **ARTICLE
8**
  **BENEFICIARIES**
  Each
Director may designate from time to time any person or persons, natural or
otherwise, as his or her Beneficiary or Beneficiaries to whom benefits are to be
paid if he or she dies while entitled to benefits. Each Beneficiary designation
shall be made either in the Deferred Fee Agreement or on a form prescribed by
the Secretary of the Company and shall be effective only when filed with the
secretary during the Director’s lifetime. Each Beneficiary designation filed
with the secretary shall revoke all Beneficiary designations previously made by
the Director. The revocation of a Beneficiary designation shall not require the
consent of any Beneficiary. If the Director’s Beneficiary predeceases the
Director, or no Beneficiary has been designated, the Director’s Beneficiary
shall be deemed to be the Director’s spouse or, if none, the Director’s
estate.
  **ARTICLE
9**
  **ADMINISTRATION**
  **9.1.**  **Plan
Limitations.** Deferred
Shares credited to a Director’s Stock Account under the Deferred Fee Plan shall
be granted under the Incentive Plan and shall be subject to the share
limitations in the Incentive Plan. Stock Fees that are considered awards of
Common Stock granted under the Incentive Plan and are converted into Deferred
Shares under Article 3 shall be considered Awards granted under the Incentive
Plan that are forfeited, expired or canceled without the delivery of Common
Stock for purposes of Article 5 of the Incentive Plan.
  **9.2.**  **Right
To Terminate.** The Board
may amend or terminate the Deferred Fee Plan at any time in whole or in part. No
amendment or termination of the Deferred Fee Plan shall reduce any amounts
credited to a Director’s Deferred Fee Accounts, any amount owed to him or her by
the Company as of the date of amendment or termination, or the amount of
Interest accrued or number of Deferred Shares credited, as of such date, to his
or her account.
  **9.3.**  **Unfunded
Obligation.** The
obligation of the Company to pay any benefits under the Deferred Fee Plan shall
be unfunded and unsecured, and any payments under the Deferred Fee Plan shall be
made from the general assets of the Company. Director’s rights under the
Deferred Fee Plan are not assignable or transferable other than by will or the
laws of descent and distribution, and such rights are exercisable during the
Director’s lifetime only by him or her, or by his or her guardian or legal
representative.
  **9.4.**  **Withholding.** The
Directors, their Beneficiaries and personal representatives shall bear any and
all federal, state, local or other taxes imposed on benefits under the Deferred
Fee Plan. The Company may deduct from any distributions under the Deferred Fee
Plan the amount of any taxes required to be withheld from such distribution by
any federal, state or local government, and may deduct from any compensation or
other amounts payable to the Director the amount of any taxes required to be
withheld with respect to any other amounts under the Deferred Fee Plan by any
federal, state or local government.
   
    **9.5.**  **Applicable
Law.** This
Deferred Fee Plan shall be construed and enforced in accordance with the laws of
the State of Maryland, except to the extent superseded by federal
law.
  **9.6.**  **Administration
and Interpretation.** Deferred
Shares credited to a Director’s Stock Account under the Deferred Fee Plan are
subject to the terms and conditions of the Incentive Plan for Deferred Stock
Awards. The Chief Financial Officer of the Company shall have the authority and
responsibility to administer and interpret the Deferred Fee Plan on behalf of
the Company, provided that the Board shall retain authority and responsibility
to administer and interpret on its own behalf and/or on behalf of the Company
any Deferred Stock Award that is deemed granted pursuant to the terms of the
Deferred Fee Plan. Benefits due and owing to a Director or Beneficiary under the
Deferred Fee Plan shall be paid when due without any requirement that a claim
for benefits be filed. However, any Director or Beneficiary who has not received
the benefits to which he or she believes himself or herself entitled may file a
written claim with the Chief Financial Officer, who shall act on the claim
within thirty days, and such action on any such claim shall be
conclusive.
  
 
  **EXHIBIT
A**
  **DEFERRED
FEE AGREEMENT**
  This
Agreement between CNL Hotels & Resorts, Inc. (the “Company”) and
____________________ (the “Director”) is made as of ____________________, 20___,
under the CNL Hotels & Resorts, Inc. Deferred Fee Plan (the “Deferred Fee
Plan”).
  1.
    **Deferred
      Fee Plan**.
      The Director agrees to the terms and conditions of the Deferred Fee Plan,
      a copy of which has been delivered to the Director and constitutes a part
      of this Agreement. Capitalized words and phrases, when used in this
      Agreement, shall have the meaning given to them in the Deferred Fee Plan,
      unless otherwise defined herein.2.
    **Election
      to Defer Cash Fees**.
      The Director authorizes and directs the Company to defer _____% of his or
      her Cash Fees earned on and after January 1, 20___. The Director may at
      any time revoke this election on a prospective basis by delivering to the
      Secretary of the Company a written revocation of the election. Such
      modification or revocation shall be effective for the first calendar year
      after the year in which the election is made.3.
    **Election
      to Defer Stock Fees**.
      The Director authorizes and directs the Company to defer _____% of his or
      her Stock Fees earned on and after January 1, 20___. The Director may
      revoke this election at any time for calendar years beginning after the
      calendar year in which the revocation is made. The Director must deliver a
      written revocation of the election to the Secretary of the Company for the
      revocation to be effective..4.
    **Investment
      of Deferred Fees**.
      The Director elects to have his or her deferred Cash Fees credited to
      (check one):”
    Cash
      Account OR”
    Stock
      AccountDeferred
      Stock Fees are automatically credited to the Director’s Stock
      Account.5.
    **Time
      Of Distribution**.
      The Director elects to receive the amount of deferred Fees credited to his
      or her Deferred Fee Accounts pursuant to this Agreement on the earliest of
      (check all that apply):”
    ____________________,
      20___;”
    January
      15 of the year following his or her Separation from Service from the
      Company; and
  
  
 ”
    The
      first day of the month after the Director reaches age ______.6.
    **Beneficiary**.
      The Director requests that, following his or her death, any amounts
      remaining in his or her Deferred Fee Accounts be paid (in accordance with
      Section 5 above) to the Beneficiary or Beneficiaries he or she has
      designated below:This
      form supersedes any previous Beneficiary designation the Director might
      have previously made under the Deferred Fee Plan.NAME
      & ADDRESS
      
      _______________________
      
      _______________________
      
      _______________________
    RELATIONSHIP
      
      ____________________
    PERCENTAGE
      
      _________________NAME
      & ADDRESS
      
      _______________________
      
      _______________________
      
      _______________________
    RELATIONSHIP
      
      ____________________
    PERCENTAGE
      
      _________________
 
  **IN
WITNESS WHEREOF** , the
parties hereto have executed this Agreement on the day and year written
above.
  
  
  ___________
 Director
  **CNL
HOTELS & RESORTS, INC** .
  
  By: **___________________________**
  Name:
_________________________
  Title:
__________________________