##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934For The Fiscal Year Ended December 31, 2006
 or
 o
    
    Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934For The Transition Period From       To
 Commission file number 0-23732
 WINSTON HOTELS, INC.
  North Carolina
    
    56-1624289(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)2626 Glenwood Avenue, Suite 200Raleigh, North Carolina
    
    27608(Address of principal executive offices)
    
    (Zip Code)
 (919) 510-6019
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Class
    
    Name of Exchange upon Which RegisteredCommon Stock, $0.01 par value per share
    
    New York Stock Exchange8.00% Series B Cumulative Preferred Stock, $0.01 par value per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
  Documents Incorporated By Reference:None




---



##### Table of Contents



TABLE OF CONTENTS
 Explanatory NotePart IIIItem 10. Directors, Executive Officers and Corporate Governance.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accounting Fees and Services.Part IVItem 15. Exhibits and Financial Statement Schedules.SignaturesExhibit 31.1Exhibit 31.2
 2




---



##### Table of Contents



EXPLANATORY NOTE
     3




---



##### Table of Contents



PART III.
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 OUR EXECUTIVE OFFICERS
  OUR DIRECTORS
 Charles M. Winston
 Robert W. Winston, III
 Thomas F. Darden, II
 Richard L. Daugherty
 Edwin B. Borden, Jr.
 David C. Sullivan
 4




---



##### Table of Contents



COMMITTEES AND MEETINGS OF OUR BOARD OF DIRECTORS
 Independence of Our Board of Directors
  (1)
    
    A director who is, or who has been within the last three years, an employee of the Company,
or whose immediate family member is, or has been within the last three years, an executive
officer, of the Company.
 (2)
    
    A director who has received or who has an immediate family member, serving as an executive
officer, who has received, during any twelve-month period within the last three years, more
than $100,000 in direct compensation from the Company (excluding director and committee fees
and pension or other forms of deferred compensation for prior service that is not contingent
in any way on continued service).
 (3)
    
    (A) A director who is or whose immediate family member is a current partner of a firm that is
the Companys internal or external auditor; (B) a director who is a current employee of such a
firm; (C) a director who has an immediate family member who is a current employee of such a
firm and who participates in the firms audit, assurance or tax compliance (but not tax
planning) practice; or (D) a director who was or whose immediate family member was within the
last three years (but is no longer) a partner or employee of such a firm and personally worked
on the Companys audit within that time.
 (4)
    
    A director who is or has been within the last three years, or whose immediate family member
is, or has been within the last three years, employed as an executive officer of another
company where any of the Companys present executives at the same time serves or served on
that companys compensation committee.
 (5)
    
    A director who is a current employee, or whose immediate family member is a current executive
officer, of a company that has made payments to, or received payments from, the Company for
property or services in an amount which, in any of the last three fiscal years, exceeds the
greater of $1 million or 2% of such other companys consolidated gross revenues (as reported
for the last completed fiscal year).
    Executive Sessions of Our Non-Management Directors
  5




---



##### Table of Contents



Audit Committee
  Compensation Committee
    Nominating & Corporate Governance Committee
  Other Committees
  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   6




---



##### Table of Contents



CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE MATERIALS
 Code of Conduct and Ethics.
 Where You Can Find These Documents.
 Annual Certification.
 
 Item 11. Executive Compensation.
 COMPENSATION COMMITTEE REPORT
  Compensation Committee
  COMPENSATION DISCUSSION AND ANALYSIS
 Overview of the Compensation Program
    7




---



##### Table of Contents



Compensation Philosophy and Objectives
  
    
    reward the achievement of specific annual, long-term and strategic goals by the Company;
    
    align executives interests with those of shareholders by rewarding performance above established goals;
    
    provide a total compensation package that is competitive with those provided by members
of our peer group and commensurate with each executive officers experience,
responsibilities and performance; and
    
    attract and retain highly qualified executive officers.
  Setting Executive Compensation
   th
  8




---



##### Table of Contents



2006 Executive Compensation Components
  
    
    annual base salary;
    
    annual cash bonus;
    
    long-term equity incentive plan;
    
    deferred compensation plan;
    
    perquisites and other personal benefits; and
    
    change in control and termination arrangements.
  Annual Base Salary
 th th
  Annual Cash Bonus
  9




---



##### Table of Contents



th th th th th th
  th
 Long-Term Incentive Compensation
    10




---



##### Table of Contents



Deferred Compensation Plan
   Perquisites and Other Personal Benefits
  Deductibility of Executive Compensation
  11




---



##### Table of Contents



Contractual and Severance Agreements   Employment Agreements
   SUMMARY COMPENSATION TABLE
  Change inPensionNon-
    
    Value andEquity
    
    Non-qualifiedStock
    
    
    
    
    
    Incentive
    
    DeferredName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    
    
    
    Plan
    
    Compensation
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus (1)
    
    (2)
    
    Option Awards
    
    Comp.
    
    Earnings
    
    (3)
    
    TotalRobert W. Winston, III
Chief Executive Officer
    
    
    2006
    
    
    $
    425,250
    
    
    $
    600,000
    
    
    $
    422,891
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    70,008
    
    
    $
    1,518,149Joseph V. Green
President and Chief
Financial Officer
    
    
    2006
    
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    462,075
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    65,835
    
    
    $
    1,262,910Kenneth R. Crockett
Executive Vice
President
and Chief
Development Officer
    
    
    2006
    
    
    $
    325,500
    
    
    $
    325,500
    
    
    $
    428,943
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    69,731
    
    
    $
    1,149,674Brent V. West
Vice President and
Chief Accounting
Officer
    
    
    2006
    
    
    $
    200,000
    
    
    $
    100,000
    
    
    $
    105,103
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,118
    
    
    $
    426,221James P. Frey
Vice President
    
    
    2006
    
    
    $
    162,000
    
    
    $
    85,000
    
    
    $
    91,142
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19,250
    
    
    $
    357,392
 
 
 (1)
    
    On January 25, 2007, the Compensation Committee of the Board approved, and on January 25,
2007, the Board ratified, 2006 performance bonuses for each of the Named Executive Officers.
This column reports the dollar value of all amounts earned (rather than granted) during the
fiscal year pursuant to the performance criteria established for the 2006 annual cash bonuses.(2)
    
    These amounts reflect the dollar amount recognized for financial statement reporting purposes
for fiscal year ended December 31, 2006, in accordance with FAS 123R, for stock awards.
Includes amounts related to current and prior year grants. Assumptions used in the
calculation of these amounts are detailed in footnote 15 to the Companys audited financial
statements for the year ended December 31, 2006, included in the Companys Annual Report on
Form 10-K as filed with the SEC on March 16, 2007.(3)
    
    These amounts primarily relate to dividends received on unvested restricted stock awards.
Also included in the amounts are life insurance premiums paid on behalf of one of the Named
Executive Officers and automobile allowances paid to three of the Named Executive Officers.
Within all other compensation were the following amounts: 12




---



##### Table of Contents



CompanysDividends received
    
    Car
    
    Life
    
    401KName
    
    on unvested shares
    
    Allowance
    
    Insurance
    
    Match
    
    TotalRobert W. Winston, III
    
    $
    51,488
    
    
    $
    18,520
    
    
    $
    
    
    
    $
    
    
    
    $
    70,008Joseph V. Green
    
    $
    57,692
    
    
    $
    8,143
    
    
    $
    
    
    
    $
    
    
    
    $
    65,835Kenneth R. Crockett
    
    $
    53,098
    
    
    $
    8,143
    
    
    $
    990
    
    
    $
    7,500
    
    
    $
    69,731Brent V. West
    
    $
    13,618
    
    
    $
    
    
    
    $
    
    
    
    $
    7,500
    
    
    $
    21,118James P. Frey
    
    $
    11,750
    
    
    $
    
    
    
    $
    
    
    
    $
    7,500
    
    
    $
    19,250
 GRANTS OF PLAN-BASED AWARDS
  All OtherStock
    
    All OtherAwards:
    
    Option
    
    
    
    
    
    Grant DateNumber
    
    Awards:
    
    Exercise or
    
    Fair ValueEstimated Future Payouts
    
    Estimated Future Payouts
    
    of Shares
    
    Number of
    
    Base Price
    
    of Stock andunder Non-Equity Incentive
    
    under Equity Incentive Plan
    
    of Stock
    
    Securities
    
    of Option
    
    OptionGrant
    
    Plan Awards ($)
    
    Awards (#) (1)
    
    or Units
    
    Underlying
    
    Awards
    
    Awards ($)Name
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    (#)
    
    Options (#)
    
    ($/share)
    
    (2)Robert W. Winston, III (3)
    
    
    2/14/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,917
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    708,753Joseph V. Green (3)
    
    
    2/14/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    855,496Kenneth R. Crockett (3)
    
    
    2/14/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,813
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    785,502Brent V. West (3)
    
    
    2/14/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    144,371James P. Frey (3)
    
    
    2/14/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    115,503
 
 (1)
    
    Awards were granted on February 14, 2006 for 2005 performance, 20% of which vested
immediately and 20% of which will vest on the anniversary of the grant date over each of the
next four years. Prior to vesting and until forfeited in accordance with their terms, the
Named Executive Officers have the right to vote and receive the dividends paid on these shares
of restricted stock.(2)
    
    Amounts represent the value of restricted stock awards granted based on the closing price of
our common stock on the date prior to the grant date.(3)
    
    Pursuant to the Executive Deferred Compensation Plan, the Named Executive Officers have
elected to defer receipt of all the amounts payable to them under the Incentive Plan. 13




---



##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Stock AwardsNumber of
    
    Market Value
    
    Equity Incentive Plan
    
    Equity Incentive PlanShares or Units
    
    of Shares or
    
    Awards: Number of
    
    Awards: Market or Payoutof Stock That
    
    Units of Stock
    
    Unearned Shares, Units
    
    Value of Unearned Shares,Have Not
    
    That Have
    
    or Other Rights That
    
    Units or Other Rights ThatVested
    
    Not Vested
    
    Have Not Vested
    
    Have Not VestedName
    
    (#)
    
    ($)
    
    (#) (1)
    
    ($) (2)Robert W. Winston, III
    
    
    
    
    
    
    
    
    
    
    85,814
    
    
    $
    1,137,036Joseph V. Green
    
    
    
    
    
    
    
    
    
    
    96,153
    
    
    $
    1,274,027Kenneth R. Crockett
    
    
    
    
    
    
    
    
    
    
    88,496
    
    
    $
    1,172,572Brent V. West
    
    
    
    
    
    
    
    
    
    
    22,696
    
    
    $
    300,722James P. Frey
    
    
    
    
    
    
    
    
    
    
    19,583
    
    
    $
    259,475
 
 1.
    
    Reflects shares granted to each Named Executive Officer pursuant to the Incentive Plan
for the years ended December 31, 2003, 2004, 2005 and 2006; 20% of these shares vested
immediately and 20% vest on each anniversary of the grant date. Shares vesting during
fiscal year 2007 are as follows: Mr. Winston (26,791); Mr. Green (28,800); Mr. Crockett
(26,891); Mr. West (7,792) and Mr. Frey (6,959). Shares vesting during fiscal year 2008
are as follows: Mr. Winston (24,191); Mr. Green (26,660); Mr. Crockett (24,751); Mr. West
(6,792) and Mr. Frey (5,959). Shares vesting during fiscal year 2009 are as follows: Mr.
Winston (20,249); Mr. Green (23,091); Mr. Crockett (20,692); Mr. West (5,142) and Mr. Frey
(4,290). Shares vesting during fiscal year 2010 are as follows: Mr. Winston (14,583); Mr.
Green (17,602); Mr. Crockett (16,162); Mr. West (2,970) and Mr. Frey (2,375).2.
    
    Computed by multiplying the number of unvested shares by $13.25, which was the closing
market price of the Companys common stock at December 29, 2006. OPTION EXERCISES AND STOCK VESTED
  Stock AwardsName
    
    Number of Shares Acquired on Vesting
    
    Value Realized on Vesting (2)(#) (1)
    
    ($)Robert W. Winston, III
    
    
    31,791
    
    
    $
    327,440Joseph V. Green
    
    
    32,000
    
    
    $
    324,449Kenneth R. Crockett
    
    
    30,091
    
    
    $
    305,649Brent V. West
    
    
    8,592
    
    
    $
    88,038James P. Frey
    
    
    7,759
    
    
    $
    79,822
 
 1.
    
    Reflects shares awarded during the years ended December 31, 2002 through December 31,
2006 to each Named Executive Officer which vested during the 2006 fiscal year. See
discussion of the various awards under the Incentive Plan in the Share Ownership Of
Management And Certain Beneficial Owners below in this Annual Report on Form 10-K/A.2.
    
    Reflects the value of all of the shares held by the Named Executive Officer that vested
during 2006 based on the closing sale price of our common stock on the date the shares
vested. All shares were deferred by the Named Executive Officers under the Deferred
Compensation Plan. 14




---



##### Table of Contents



NONQUALIFIED DEFERRED COMPENSATION
  Cash Contributions (Base Salary and Bonus)
  Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    Aggregatecontributions in
    
    contributions
    
    earnings in
    
    withdrawals/
    
    balance at lastlast FY
    
    in last FY
    
    last FY
    
    distributions
    
    Fiscal Year EndName
    
    ($) (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W. Winston, III
    
    $
    
    
    
    $
    
    
    
    $
    384,836
    
    
    $
    
    
    
    $
    2,605,370Joseph V. Green
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Kenneth R. Crockett
    
    $
    
    
    
    $
    
    
    
    $
    13,120
    
    
    $
    
    
    
    $
    143,960Brent V. West
    
    $
    6,000
    
    
    $
    
    
    
    $
    4,999
    
    
    $
    
    
    
    $
    63,742James P. Frey
    
    $
    6,000
    
    
    $
    
    
    
    $
    1,057
    
    
    $
    
    
    
    $
    27,998
 
 1.
    
    Amount is included in salary to the Named Executive Officers in the Summary
Compensation Table. Stock Contributions
  Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    Aggregatecontributions in
    
    contributions
    
    earnings in
    
    withdrawals/
    
    balance at lastlast FY
    
    in last FY
    
    last FY
    
    distributions
    
    Fiscal Year EndName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W. Winston, III
    
    $
    708,753
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,674,528Joseph V. Green
    
    $
    855,496
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,685,463Kenneth R. Crockett
    
    $
    785,502
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,492,421Brent V. West
    
    $
    144,371
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    431,954James P. Frey
    
    $
    115,503
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    399,210
 15




---



##### Table of Contents



ADDITIONAL COMPENSATION ARRANGEMENTS
 Employment Agreements
    Payments Due Upon Termination Without Cause
  All OtherNonqualified
    
    CompensationStock
    
    Deferred
    
    includingSalary
    
    Bonus
    
    Awards
    
    Compensation
    
    Benefits
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W. Winston, III
    
    $
    425,250
    
    
    $
    425,250
    
    
    $
    1,137,036
    
    
    $
    
    
    
    $
    
    
    
    $
    1,987,536Joseph V. Green
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    1,274,027
    
    
    $
    
    
    
    $
    
    
    
    $
    2,009,027Kenneth R. Crockett
    
    $
    325,500
    
    
    $
    325,500
    
    
    $
    1,172,572
    
    
    $
    
    
    
    $
    
    
    
    $
    1,823,572Brent V. West
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    300,722
    
    
    $
    
    
    
    $
    
    
    
    $
    700,722James P. Frey
    
    $
    162,000
    
    
    $
    162,000
    
    
    $
    259,475
    
    
    $
    
    
    
    $
    
    
    
    $
    583,475
 Payments Due Upon Termination With Cause
  16




---



##### Table of Contents



Payments Due Upon Termination Due to Disability
  All OtherNonqualified
    
    CompensationStock
    
    Deferred
    
    includingSalary
    
    Bonus
    
    Awards
    
    Compensation
    
    Benefits
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W. Winston, III
    
    $
    425,250
    
    
    $
    425,250
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850,500Joseph V. Green
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    735,000Kenneth R. Crockett
    
    $
    325,500
    
    
    $
    325,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    651,000Brent V. West
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    400,000James P. Frey
    
    $
    162,000
    
    
    $
    162,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    324,000
 Payments Due Upon Termination Due to Death
  All OtherNonqualified
    
    CompensationStock
    
    Deferred
    
    includingSalary
    
    Bonus
    
    Awards
    
    Compensation
    
    Benefits
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert W.
Winston, III
    
    $
    
    
    
    $
    425,250
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    425,250Joseph V. Green
    
    $
    
    
    
    $
    367,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    367,500Kenneth R. Crockett
    
    $
    
    
    
    $
    325,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    325,500Brent V. West
    
    $
    
    
    
    $
    200,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000James P. Frey
    
    $
    
    
    
    $
    162,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    162,000
 Payments Due Upon Change In Control
   
    
    we or our successor must pay such Named Executive Officer all accrued compensation and
any prorated share of his annual bonus for the year of employment termination;
 17




---



##### Table of Contents




    
    we or our successor must pay such Named Executive Officer a severance payment in a lump
sum on the date of termination equal to (a) three times the then existing annual
compensation of Messrs. Winston, Green and Crocket and (b) one and a half times the then
existing annual compensation of Messrs. West and Frey, plus, for each Named Executive
Officer, a bonus equal to 100% of such executives then existing annual compensation
(provided, however, that in no case can the amount used for such annual compensation or
bonus be less than those amounts immediately prior to the change in control);
    
    all of the Named Executive Officers restricted shares will vest immediately;
    
    we or our successor must pay the Named Executive Officer a lump sum amount equal to any
and all amounts contributed to a pension or retirement plan which the Named Executive
Officer is entitled to under the terms of such plans; and
    
    the Named Executive Officer will be eligible for certain continued benefits (including,
without limitation, medical, dental, vision, disability, life and accidental death) for one
year after the date of termination.
  Accrued
    
    
    
    
    
    
    
    
    
    All OtherBonus and
    
    
    
    
    
    Nonqualified
    
    CompensationSeverance
    
    Stock
    
    Deferred
    
    includingSalary
    
    Bonus
    
    Awards
    
    Compensation
    
    Benefits
    
    TotalName
    
    ($)
    
    ($) (1)
    
    ($) (2)
    
    ($)
    
    ($) (3)
    
    ($)Robert W. Winston, III
    
    $
    1,275,750
    
    
    $
    850,500
    
    
    $
    1,137,036
    
    
    $
    
    
    
    $
    27,041
    
    
    $
    3,290,327Joseph V. Green
    
    $
    1,102,500
    
    
    $
    735,000
    
    
    $
    1,274,027
    
    
    $
    
    
    
    $
    27,041
    
    
    $
    3,138,568Kenneth R. Crockett
    
    $
    976,500
    
    
    $
    651,000
    
    
    $
    1,172,572
    
    
    $
    
    
    
    $
    26,806
    
    
    $
    2,826,878Brent V. West
    
    $
    300,000
    
    
    $
    400,000
    
    
    $
    300,722
    
    
    $
    
    
    
    $
    27,041
    
    
    $
    1,027,763James P. Frey
    
    $
    243,000
    
    
    $
    324,000
    
    
    $
    259,475
    
    
    $
    
    
    
    $
    25,240
    
    
    $
    851,715
 
 1.
    
    Amount represents an accrued bonus payment equal to 100% of the Named Executive
Officers base salary plus a severance bonus equal to 100% of the Named Executive
Officers base salary. Under the Employment Agreements, the Names Executive Officers
may receive an annual bonus in an amount equal to up to 100% of base salary.2.
    
    Reflects value of all unvested restricted shares that will vest upon event
described above based on the closing market price of the Companys common stock at
December 29, 2006, which was $13.25.3.
    
    Represents the cost of continued health and other insurance benefits to be
provided for 12 months after termination date.  18




---



##### Table of Contents



DIRECTOR COMPENSATION
   FeesEarned forSpecial
    
    
    
    
    
    
    
    
    
    Non-Fees
    
    Committee
    
    
    
    
    
    
    
    
    
    Equity
    
    Change inEarned or
    
    Meetings
    
    
    
    
    
    Option
    
    Incentive
    
    Pension and
    
    All OtherPaid in
    
    Paid in
    
    Stock
    
    Awards
    
    Plan
    
    Non-qualified
    
    CompensationName
    
    Cash
    
    2007
    
    Awards (1)
    
    (2)
    
    Comp.
    
    Deferred
    
    (3)
    
    TotalCharles M. Winston
    
    $
    6,000
    
    
    $
    
    
    
    $
    18,683
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,040
    
    
    $
    26,723Edwin B. Borden, Jr
    
    $
    12,000
    
    
    $
    11,000
    
    
    $
    18,683
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,040
    
    
    $
    43,723Thomas F. Darden,
II
    
    $
    12,000
    
    
    $
    13,000
    
    
    $
    18,683
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,040
    
    
    $
    45,723Richard L.
Daugherty
    
    $
    9,000
    
    
    $
    14,000
    
    
    $
    18,683
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,040
    
    
    $
    43,723David C. Sullivan
    
    $
    10,500
    
    
    $
    14,000
    
    
    $
    18,683
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,040
    
    
    $
    45,223
 
 1.
    
    These amounts reflect the dollar amount recognized for financial statement reporting
purposes for fiscal year ended December 31, 2006, in accordance with FAS 123R, for stock
awards. On August 3, 2004, the Company issued 8,500 shares of Common Stock to each
director, other than Robert W. Winston, III. These shares vested 20% immediately, 20% on
the day of the Companys annual meeting of shareholders in each of 2005 and 2006 and will
vest 20% on the date of the Companys annual meeting in each of 2007 and 2008 assuming the
director remains a director of the Company on those dates. Each director is entitled to
receive dividends paid on, and to vote, all such shares, whether vested or unvested. If we
complete the Merger, the unvested shares will vest in full on the effective date of the
Merger.2.
    
    These amounts reflect the dollar amount recognized for financial statement reporting
purposes for fiscal year ended December 31, 2006, in accordance with FAS 123R, for stock
awards. On May 18, 1999 the Company granted to each director, other than Robert W.
Winston, III, 2,000 stock options. These options were 100% vested on the grant date at a
price of $9.375.3.
    
    These amounts relate to dividends received on unvested restricted stock awards. Compensation Committee Interlocks and Insider Participation on Compensation Decisions
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
    
    each person beneficially owning 5% or more of the outstanding shares of common stock of our company;
    
    each director of our company;
 19




---



##### Table of Contents




    
    our chief executive officer, chief financial officer, each of the three other most
highly paid executive officers of our company; and
    
    the directors and executive officers of our company as a group.
   SHARE OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
 Shares Beneficially OwnedAmount and Nature of
    
    PercentName and Address of Beneficial Owner
    
    Beneficial Ownership(1)
    
    of Class (1) (12)5% Holders:Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
    
    
    1,903,442
    (2)
    
    
    6.5
    %Barclays Global Investors, NA
45 Fremont Street
San Francisco, CA 94105
    
    
    1,947,358
    (3)
    
    
    6.6
    %Directors and Executive Officers:Charles M. Winston
(Chairman of the Board)
    
    
    732,369
    (4)(10)
    
    
    2.4
    %Robert W. Winston, III
(Director and Chief Executive Officer)
    
    
    1,984,801
    (5)(11)
    
    
    6.5
    %Joseph V. Green
(President, Chief Financial Officer, Secretary and Treasurer)
    
    
    255,099
    (6)(11)
    
    
    *Kenneth R. Crockett
(Executive Vice President and Chief Development Officer)
    
    
    236,128
    (7)(11)
    
    
    *Brent V. West
(Vice President and Chief Accounting Officer)
    
    
    65,565
    (8)(11)
    
    
    *James P. Frey
(Vice President)
    
    
    55,835
    (9)(11)
    
    
    *Thomas F. Darden, II
(Director)
    
    
    30,000
    (10)
    
    
    *Richard L. Daugherty
(Director)
    
    
    52,481
    (10)
    
    
    *Edwin B. Borden, Jr.
(Director)
    
    
    52,500
    (10)
    
    
    *David C. Sullivan
(Director)
    
    
    29,776
    (10)
    
    
    *All directors and executive officers as a group (10 persons)
    
    
    3,173,756
    (1)(4)(5)(6)(7)(8)(9)(10)(11)
    
    
    10.4
    %
 
 *
    
    Less than one percent.(1)
    
    Assumes all WINN common units and outstanding stock options held by such person are
redeemed for shares of common stock. Percent ownership assumes all outstanding WINN common
units and outstanding stock options owned by each named person are redeemed for shares of
common stock, but assumes that none of the outstanding WINN common units and outstanding
stock options owned by other persons are redeemed.(2)
    
    Based on information contained in a Schedule 13G filing dated February 7, 2007, Wells
Fargo & Company reported beneficial ownership of 1,903,442 shares, of which it had sole
voting power over 1,805,672 shares, 20




---



##### Table of Contents



shared voting power over 0 shares, sole dispositive power over 1,900,796 shares and shared
dispositive power over 0 shares.(3)
    
    Based on information contained in a Schedule 13G filing dated January 23, 2007, Barclays
Global Investors, NA reported beneficial ownership of 1,947,358 shares, of which it had sole
voting power over 1,854,691 shares, shared voting power over 0 shares, sole dispositive
power over 1,947,358 shares and shared dispositive power over 0 shares.(4)
    
    Includes 105,643 shares issuable to Mr. Winston upon exercise of redemption rights with
respect to WINN common units held directly by Mr. Winston. Also includes 109,516 shares
issuable upon redemption of WINN common units held by WJS  Perimeter, Inc., a corporation
owned 33.33% by Mr. Winston and of which he serves as a director; and 320,798 shares
issuable upon redemption of WINN common units held by Cary Suites, Inc. (Cary Suites), a
corporation owned 15.7% by Mr. Winston and 15.7% by Mr. Winstons spouse. Also includes
10,000 shares owned by Mr. Winstons spouse. Mr. Winston disclaims beneficial ownership of
the WINN common units held by each of the corporations identified in footnote (5) below
except to the extent of his direct ownership interest in such corporations.(5)
    
    Mr. Winston was issued 287,801 shares under the Incentive Plan from January 2000 through
February 2007. Other than 13,793 shares received during 2003, all of which vested on the
date of grant, all grants, including shares for which a deferred election has been made
under the Deferred Compensation Plan, vest at a rate of 20% of the total shares granted on
the date of the grant and 20% on each anniversary of the grant. Also includes 13,333 shares
held by Charles M. Winston Associates, Limited Liability Limited Partnership, which is owned
33.33% by Mr. Winston and 33.33% by each of Mr. Winstons sister and brother, respectively.
Also includes 1,019,524 shares issuable upon redemption of WINN common units held by Cary
Suites. Mr. Winston is the sole officer and director of Cary Suites and as such has voting
and dispositive power over the 1,019,524 shares of our common stock issuable upon redemption
of the WINN common units held by Cary Suites (the Cary Suites Stock). Cary Suites is owned
29.1% by Mr. Winston, 20.8% by Mr. Winstons wife, 31.5% by Mr. Winstons parents, 17.9% by
trusts for the benefit of Mr. Winstons children, and 0.7% by Mr. Winstons sister. Mr.
Winstons father is Charles M. Winston, Chairman of our board of directors. Thus, these
persons have the right to receive dividends from, and proceeds from the sale of, the Cary
Suites Stock. Mr. Winston disclaims beneficial ownership of the Cary Suites Stock to the
extent of his parents and sisters ownership interest in Cary Suites.(6)
    
    Mr. Green was issued 255,099 shares under the Incentive Plan from January 1999 through
February 2007. Other than 13,793 shares received during 2003, all of which vested on the
date of grant, all grants, including shares for which a deferred election has been made
under the Deferred Compensation Plan, vest at a rate of 20% of the total shares granted on
the date of the grant and 20% on each anniversary of the grant.(7)
    
    Mr. Crockett was issued 228,628 shares under the Incentive Plan from January 1998 through
February 2007. Other than 5,517 shares received during 2003, all of which vested on the date
of grant, all grants, including shares for which a deferred election has been made under the
Deferred Compensation Plan, vest at a rate of 20% of the total shares granted on the date of
the grant and 20% on each anniversary of the grant.(8)
    
    Mr. West was issued 65,565 shares under the Incentive Plan from January 2000 through
February 2007. Other than 2,759 shares received during 2003, all of which vested on the date
of grant, all grants, including shares for which a deferred election has been made under the
Deferred Compensation Plan, vest at a rate of 20% of the total shares granted on the date of
the grant and 20% on each anniversary of the grant.(9)
    
    Mr. Frey was issued 55,835 shares under the Incentive Plan from January 2000 through
February 2007. Other than 4,064 shares received during 2003, all of which vested on the date
of grant, all grants, including shares for which a deferred election has been made under the
Deferred Compensation Plan, vest at a rate of 20% of the total shares granted on the date of
the grant and 20% on each anniversary of the grant.(10)
    
    Includes 8,500 shares of restricted stock issued to each director, other than Robert W.
Winston, III, in August 2004 under the Incentive Plan. These restricted stock awards vested
20% immediately, 20% on the day of our annual meeting of shareholders in each of 2005 and
2006 and will vest 20% on the date of our annual meeting in each of 2007 and 2008 assuming
the director remains a member of our board of directors on those dates. Each director is
entitled to vote and receive the dividends paid on such shares. Also includes 2,000 shares
subject to stock options exercisable within 60 days after April 11, 2007, granted to each
director, other than Robert W. Winston, III, in May 1999. These options were 100% vested on
the grant date.(11)
    
    Each of these executive officers has made a deferral election under the Deferred
Compensation Plan as follows: Mr. Winston (230,190 shares); Mr. Green (213,298 shares); Mr.
Crockett (189,157 shares); Mr. West (57,096 shares); and Mr. Frey (50,059 shares). These
executive officers are not entitled to vote the deferred shares but do 21




---



##### Table of Contents



receive payments equal to the dividends he would have received if he had not deferred the
shares, unless the executive officer has made an election to defer the dividend equivalent
payments as well. These executive officers are entitled to vote and to receive dividends
paid on the shares for which a deferral election has not been made. While subject to the
merger agreement, we are not permitted to pay any dividends or make any other distribution,
payable in cash, stock, property or otherwise on our common stock.(12)
    
    Percent of class calculated using 29,414,967 shares of common stock outstanding as of
April 11, 2007  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Minority Interest in Partnership
  Marsh Landing Joint Venture
 Chapel Hill Joint Venture
 22




---



##### Table of Contents



DIRECTOR INDEPENDENCE
  
 Item 14. Principal Accounting Fees and Services.
  2006
    
    
    2005Audit
    
    $
    494,192
    
    
    $
    375,000Audit Related
    
    $
    
    
    
    $
    Tax
    
    $
    
    
    
    $
    All Other
    
    $
    5,763
    
    
    $
    11,580Total
    
    $
    499,955
    
    
    $
    386,580
   PRE-APPROVAL POLICIES AND PROCEDURES
  
 PART IV.
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
 
 23




---



##### Table of Contents



SIGNATURES
  WINSTON HOTELS, INC.By:
    /s/   Robert W. Winston, IIIRobert W. Winston, IIIChief Executive Officer  24




---



##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit2.1
    
    Agreement and Plan of Merger, dated February 21, 2007, by and among
Winston Hotels, Inc., WINN Limited Partnership, Wilbur Acquisition
Holding Company, LLC and Wilbur Acquisition, Inc. (incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form
8-K (File No. 001-13233) as filed with the Securities and Exchange
Commission on February 23, 2007).2.2
    
    Agreement and Plan of Merger, dated April 2, 2007, by and among
Winston Hotels, Inc., WINN Limited Partnership, Inland American
Real Estate Trust, Inc., and Inland American Acquisition (Winston),
LLC. (incorporated by reference to Exhibit 2.1 to the Companys
Current Report on Form 8-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on April 3, 2007).3.1
    
    Restated Articles of Incorporation, as amended (incorporated by
reference to (i) Exhibit 3.1 to the Companys Quarterly Report on
Form 10-Q (File No. 001-13233) as filed with the Securities and
Exchange Commission on August 4, 1999, (ii) Exhibit 4.4(b) to the
Companys Registration Statement on Form 8-A (File No. 001-13233)
as filed with the Securities and Exchange Commission on January 30,
2004, and (iii) Exhibit 3.1(b) to the Companys Quarterly Report on
Form 10-Q (File No. 001-13233) as filed with the Securities and
Exchange Commission on August 5, 2005).3.2
    
    Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 19, 2001).4.1
    
    Specimen certificate for common stock (incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on Form S-11
(File No. 333-7662) as filed with the Securities and Exchange
Commission, effective May 25, 1994).4.2
    
    Specimen certificate for 8.00% Series B Cumulative Preferred Stock
(incorporated by reference to Exhibit 4.3 to the Companys
Registration Statement on Form 8-A (File No. 001-13233) as filed
with the Securities and Exchange Commission on January 30, 2004).4.3
    
    Form of Articles of Amendment to the Restated Articles of
Incorporation Establishing and Fixing the Rights and Preferences of
the 8.00% Series B Cumulative Preferred Stock (incorporated by
reference to Exhibit 4.4(b) to the Companys Registration Statement
on Form 8-A (File No. 001-13233) as filed with the Securities and
Exchange Commission on January 30, 2004).10.1
    
    Second Amended and Restated Agreement of Limited Partnership of
WINN Limited Partnership (incorporated by reference to Exhibit 4.1
to the Companys Current Report on Form 8-K (File No. 001-13233) as
filed with the Securities and Exchange Commission on July 24,
1997).10.2
    
    Amendment No. 1 dated September 11, 1997, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on September 15, 1997).10.3
    
    Amendment No. 2 dated December 31, 1997, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.4 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 27, 1998, and
as amended by Form 10-K/A filed with the Securities and Exchange
Commission on April 1, 1998).
 25




---



##### Table of Contents



Number
    
    Exhibit10.4
    
    Amendment No. 3 dated September 14, 1998, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.4 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 17, 2000).10.5
    
    Amendment No. 4 dated October 1, 1999, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on November 12,
1999).10.6
    
    Amendment No. 5 dated as of January 1, 2002, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.6 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 15, 2002).10.7
    
    Amendment No. 6 dated as of April 2, 2002, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.7 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 14, 2003).10.8
    
    Amendment No. 7 dated as of October 10, 2003, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on November 12,
2003).10.9
    
    Amendment No. 8 dated as of February 24, 2004, to Second Amended
and Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.9 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 12, 2004).10.9a
    
    Amendment No. 9 dated as of May 9, 2006, to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on November 9,
2006).10.9b
    
    Amendment No. 10 dated as of September 12, 2006, to Second Amended
and Restated Agreement of Limited Partnership of WINN Limited
Partnership (incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on November 9,
2006).10.11
    
    Winston Hotels, Inc. Stock Incentive Plan as amended May 1998
(incorporated by reference to Exhibit 4.5 to the Companys
Registration Statement on Form S-8 (File No. 333-60079) as filed
with the Securities and Exchange Commission on July 29, 1998
(Registration No. 333-60079)).10.12
    
    Amendments to Winston Hotels, Inc. Stock Incentive Plan as amended
May 1998 (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on October 14, 2003).10.13
    
    Amended and Restated Winston Hotels, Inc. Executive Deferred
Compensation Plan (incorporated by reference to Exhibit 4.2 to the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on October 14, 2003).
 26




---



##### Table of Contents



Number
    
    Exhibit10.13a
    
    Winston Hotels, Inc. Executive Deferred Compensation Plan, as
Amended and Restated (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K (File No. 001-13233) as
filed with the Securities and Exchange Commission on December 20,
2006).10.14
    
    Loan Agreement by and between Winston SPE LLC and CMF Capital
Company LLC dated November 3, 1998 (incorporated by reference to
Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q (File
No. 001-13233) as filed with the Securities and Exchange Commission
on November 16, 1998, and as amended on Form 10-Q/A filed with the
Securities and Exchange Commission on February 23, 1999).10.15
    
    Promissory note dated November 3, 1998 by and between Winston SPE
LLC and CMF Capital Company, LLC (incorporated by reference to
Exhibit 10.02 to the Companys Quarterly Report on Form 10-Q (File
No. 001-13233) as filed with the Securities and Exchange Commission
on November 16, 1998, and as amended on Form 10-Q/A filed with the
Securities and Exchange Commission on February 23, 1999).10.16
    
    Master Repurchase Agreement Between Marathon Structured Finance
Fund, LP and Winston Finance Partners LLC dated as of October 5,
2004 (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on October 12, 2004).10.16a
    
    First Amendment to Master Repurchase Agreement Between Marathon
Structured Finance Fund, LP and Winston Finance Partners LLC dated
as of April 4, 2006 (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on May 10, 2006).10.17
    
    Loan Agreement dated as of March 11, 2005 by and between Winston
SPE II LLC and General Electric Capital Corporation (incorporated
by reference to Exhibit 10.20 to the Companys Annual Report on
Form 10-K (File No. 001-13233) as filed with the Securities and
Exchange Commission on March 16, 2005).10.17a
    
    First Amendment to Loan Agreement by and between Winston SPE II LLC
and General Electric Capital Corporation, dated as of June 8, 2005
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 10-Q (File No. 001-13233) as filed with the
Securities and Exchange Commission on May 10, 2006).10.18
    
    Second Amendment to Loan Agreement by and between Winston SPE II
LLC and General Electric Capital Corporation, dated as of October
31, 2005 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on November 7, 2005).10.19
    
    Form of Mortgage Security Agreement and Fixture Filing dated March
11, 2005 by Winston SPE II LLC (incorporated by reference to
Exhibit 10.21 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2005).10.20
    
    Form of Deed of Trust, Security Agreement and Fixture Filing dated
March 11, 2005 by Winston SPE II LLC (incorporated by reference to
Exhibit 10.22 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2005).10.21
    
    Form Master Lease Agreement dated as of January 1, 2005 with
Barclay Hospitality Services, Inc., our TRS Lessee (incorporated by
reference to Exhibit 10.30 to the Companys Annual Report on Form
10-K (File No. 001-13233) as filed with the Securities and Exchange
Commission on March 16, 2005).
 27




---



##### Table of Contents



Number
    
    Exhibit10.22
    
    Hotel Management Agreement by and between Barclay Hospitality
Services, Inc. and Alliance Hospitality Management, LLC, dated as
of July 1, 2003 (incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q (File No. 001-13233) as
filed with the Securities and Exchange Commission on August 13,
2003).10.23
    
    Employment Agreement, dated January 2, 2003, by and between Robert
W. Winston, III and Winston Hotels, Inc. (incorporated by reference
to Exhibit 10.21 to the Companys Annual Report on Form 10-K (Filed
No. 001-13233) as filed with the Securities and Exchange Commission
on March 14, 2003).10.24
    
    Amendment No. 1 dated January 1, 2005 to Employment Agreement,
dated January 2, 2003, by and between Robert W. Winston, III and
Winston Hotels, Inc. (incorporated by reference to Exhibit 10.34 to
the Companys Annual Report on Form 10-K (File No. 001-13233) as
filed with the Securities and Exchange Commission on March 16,
2005).10.25
    
    Employment Agreement dated January 2, 2003, by and between Kenneth
R. Crockett and Winston Hotels, Inc. (incorporated by reference to
Exhibit 10.22 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 14, 2003).10.26
    
    Amendment No. 1 dated January 1, 2005 to Employment Agreement dated
January 2, 2003, by and between Kenneth R. Crockett and Winston
Hotels, Inc. (incorporated by reference to Exhibit 10.36 to the
Companys Annual Report on Form 10-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on March 16, 2005).10.27
    
    Amendment No. 2 dated February 14, 2006 to Employment Agreement
dated January 2, 2003, by and between Kenneth R. Crockett and
Winston Hotels, Inc. (incorporated by reference to the description
in Item 1.01 of the Companys Current Report on Form 8-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
February 17, 2006).10.28
    
    Employment Agreement dated January 2, 2003, by and between Joseph
V. Green and Winston Hotels, Inc. (incorporated by reference to
Exhibit 10.23 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 14, 2003).10.29
    
    Amendment No. 1 dated January 1, 2005 to Employment Agreement dated
January 2, 2003, by and between Joseph V. Green and Winston Hotels,
Inc. (incorporated by reference to Exhibit 10.38 to the Companys
Annual Report on Form 10-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on March 16, 2005).10.30
    
    Employment Agreement dated March 30, 2004, by and between Brent V.
West and Winston Hotels, Inc. (incorporated by reference to Exhibit
10.39 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2005).10.31
    
    Amendment No. 1 dated January 1, 2005 to Employment Agreement dated
March 30, 2004, by and between Brent V. West and Winston Hotels,
Inc. (incorporated by reference to Exhibit 10.40 to the Companys
Annual Report on Form 10-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on March 16, 2005).10.32
    
    Employment Agreement dated March 30, 2004, by and between James P.
Frey and Winston Hotels, Inc. (incorporated by reference to Exhibit
10.41 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2005).10.33
    
    Amendment No. 1 dated January 1, 2005 to Employment Agreement dated
March 30, 2004, by and between James P. Frey and Winston Hotels,
Inc. (incorporated by reference to Exhibit 10.42 to the Companys
Annual Report on Form 10-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on March 16, 2005).
 28




---



##### Table of Contents



Number
    
    Exhibit10.34
    
    Summary of 2004 and 2005 executive officer compensation
(incorporated by reference to the description in Item 1.01 of the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on February 7, 2005).10.35
    
    Summary of 2004 and 2005 Non-Employee Director compensation
(incorporated by reference to the description in Item 1.01 of the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on February 7, 2005).10.36
    
    Summary of 2005 and 2006 executive officer compensation
(incorporated by reference to the description in Item 1.01 of the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on February 17, 2006).10.37
    
    Summary of 2005 and 2006 Non-Employee Director compensation
(incorporated by reference to the description in Item 1.01 of the
Companys Current Report on Form 8-K (File No. 001-13233) as filed
with the Securities and Exchange Commission on February 17, 2006).10.38
    
    Summary of 2006 and 2007 Executive Officer and Non-Employee
Director compensation (incorporated by reference to Exhibit 10.38
to the Companys Annual Report on Form 10-K (File No. 001-13233) as
filed with the Securities and Exchange Commission on March 16,
2007).10.39
    
    Put Agreement, dated February 20, 2007, between Canpartners Realty
Holding Company IV LLC and WINN Limited Partnership (incorporated
by reference to the description in Item 10.1 of the Companys
Current Report on Form 8-K (File No. 001-13233) as filed with the
Securities and Exchange Commission on February 23, 2006).10.40
    
    Form of Loan Agreement by and between General Electric Capital
Corporation and a special purpose entity of Winston Hotels, Inc.,
dated as of May 9, 2006 (incorporated by reference to Exhibit 10.3
to the Companys Quarterly Report on Form 10-Q (File No. 001-13233)
as filed with the Securities and Exchange Commission on May 10,
2006).10.41
    
    Defeasance Pledge and Security Agreement, by and among Winston SPE
LLC, Wells Fargo Bank, N.A. and Wachovia Bank, National
Association, dated as of May 9, 2006 (incorporated by reference to
Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q (File
No. 001-13233) as filed with the Securities and Exchange Commission
on May 10, 2006).10.42
    
    Defeasance Assignment, Assumption and Release Agreement by and
among Winston SPE LLC, Wells Fargo Bank, N.A., SB Winston Holdings,
LLC and Wachovia Bank, National Association, dated as of May 9,
2006 (incorporated by reference to Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q (File No. 001-13233) as filed with
the Securities and Exchange Commission on May 10, 2006).12.1
    
    Statement Regarding Computation of Ratios (incorporated by
reference to Exhibit 12.1 to the Companys Annual Report on Form
10-K (File No. 001-13233) as filed with the Securities and Exchange
Commission on March 16, 2007).21.1
    
    Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2007).23.1
    
    Consent of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP) (incorporated by reference to Exhibit
23.1 to the Companys Annual Report on Form 10-K (File No.
001-13233) as filed with the Securities and Exchange Commission on
March 16, 2007).
 29




---



##### Table of Contents



Number
    
    Exhibit31.1*
    
    Certification of Principal Executive Officer of Annual Report
Pursuant to Rule 13a-14(a) or Rule 15d-14(a).31.2*
    
    Certification of Principal Financial Officer of Annual Report
Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
 
 *
    
    Filed herewith. 30