<PAGE>

                            AMENDED AND RESTATED NOTE

$48,000,000.00                                           Raleigh, North Carolina
                                                         as of December 19, 2001

         For value received, the undersigned, WINSTON HOTELS, INC., a North
Carolina corporation (the "Company"), and WINN LIMITED PARTNERSHIP, a North
Carolina limited partnership (the "Partnership") (the Company and the
Partnership shall hereinafter be referred to, jointly and severally, as the
"Borrower"), jointly and severally promise to pay to the order of WACHOVIA BANK,
N.A., a national banking association (the "Bank"), for the account of its
Lending Office, the principal sum of FORTY-EIGHT MILLION AND NO/100 DOLLARS
($48,000,000.00), or such lesser amount as shall equal the unpaid principal
amount of each Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below, on the dates and in the amounts provided in the
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of this Note on the dates and at the rate or rates provided for in the
Credit Agreement. Interest on any overdue principal and, to the extent permitted
by law, overdue interest on the principal amount hereof shall bear interest at
the Default Rate, as provided for in the Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Wachovia Bank,
N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303, or such other address
as may be specified from time to time pursuant to the Credit Agreement.

         All Loans made by the Bank, the respective maturities thereof, the
interest rates from time to time applicable thereto and all repayments of the
principal thereof shall be recorded by the Bank and, prior to any transfer
hereof, endorsed by the Bank on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof; provided that
the failure of the Bank to make, or any error of the Bank in making, any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.

         This note is one of the Bank Notes referred to in the Second Amended
and Restated Syndicated Credit Agreement dated as of December 19, 2001, among
the Borrower, the banks listed on the signature pages thereof and their
successors and assigns, and Wachovia Bank, N.A., as Agent (as the same may be
amended or modified from time to time, the "Credit Agreement"). Terms defined in
the Credit Agreement are used herein with the same meanings. Reference is made
to the Credit Agreement for provisions for the prepayment and the repayment
hereof and the acceleration of the maturity hereof. This Note amends and
restates in its entirety that certain note dated January 15, 1999, executed by
the Borrower and payable to the Bank.

         Time is of the essence of this Note. In the event all or any part of
any installment due under the terms of this Note is delinquent for more than
fifteen (15) days (excluding the final payment of principal and interest due on
the Maturity Date), there shall be due to the Bank, in addition to the
delinquent installment or part thereof and in order to compensate the Bank for
extra costs and expenses caused by such late payment, a sum equal to four
percent (4%) of the amount so delinquent.


                                       1

<PAGE>


         THIS NOTE MAY NOT BE CHANGED ORALLY AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.

         The Borrower agrees, in the event that this Note or any portion hereof
is collected by law or through an attorney at law, to pay all reasonable costs
of collection, including, without limitation, reasonable attorneys' fees.


         IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed under seal, by its duly authorized officers as of the day and year
first above written.


                                    BORROWER:


                                    WINSTON HOTELS, INC., a North Carolina
                                    corporation


                                    By: /s/ Brent V. West
                                       ----------------------------------------
                                        Vice President



ATTEST:


/s/ Brenda G. Burns
------------------------------
Assistant Secretary


[CORPORATE SEAL]



                                       2


<PAGE>



                             WINN LIMITED PARTNERSHIP, a North Carolina
                             limited partnership (SEAL)

                             By:  WINSTON HOTELS, INC., its sole general partner


                                  By: /s/ Brent V. West
                                     ------------------------------------------
                                      Vice President


ATTEST:


/s/ Brenda G. Burns
------------------------------
Assistant Secretary


[CORPORATE SEAL]


                                       3


<PAGE>



                                          Note
                             LOANS AND PAYMENTS OF PRINCIPAL
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<TABLE>
<CAPTION>
         Type        Interest Rate      Amount        Amount        Amount of
         of          of                 Principal     Principal     Maturity      Notation
Date     Loan(1)     Loan               Borrowed      Repaid        Date          Made By
----     -------     -------------      ---------     ---------     ---------     --------
<S>      <C>         <C>                <C>           <C>           <C>           <C>

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</TABLE>


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(1)   I.e., a Base Rate or Euro-Dollar Loan.