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Exhibit 10.4
 AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
     Employment; Term provided
 Positions; Conduct




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2 provided that




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3   .




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4 provided however




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5 Termination
 provided that
   Severance
  (i)
    
    the Company and the LLC
will pay to the Executive an aggregate amount equal to the
Executives accrued and unpaid base salary through the date
of such termination;(ii)
    
    all unvested options and
restricted shares will terminate immediately; and(iii)
    
    any vested options issued
pursuant to the Companys Incentive Plan and held by the
Executive at termination, will expire ninety (90) days after
the termination date.




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6 (i)
    
    the Company and the LLC
will pay to the Executive an aggregate amount equal to the
Executives accrued and unpaid base salary through the date
of such termination;(ii)
    
    all unvested options and
restricted shares terminate immediately; and(iii)
    
    any vested options issued
pursuant to the Companys Incentive Plan and held by the
Executive at termination, will expire ninety (90) days after
the termination date.
  (i)
    
    the Company and the LLC
will pay to the Executives estate or the Executive, as the
case may be, a lump sum payment equal to the Executives base
salary through the termination date, plus a pro rata portion
of the Executives bonus for the fiscal year in which the
termination occurred;(ii)
    
    the Company will make
payments for one (1) year of all compensation otherwise
payable to the Executive pursuant to this Agreement,
including, but not limited to, base salary, bonus and welfare
benefits;(iii)
    
    all of the Executives
unvested stock options will immediately vest and such
options, along with those previously vested and unexercised,
will become exercisable for a period of one (1) year
thereafter; and(iv)
    
    all of the Executives
unvested restricted stock will immediately vest and all of
the restricted stock of the Company held by the Executive
shall become free from all contractual restrictions.
  (i)
    
    the Company and the LLC
shall pay the Executive a lump sum equal to two (2) times the
product of
(x) the sum of (A) the Executives then annual base salary
and (B) the amount of the Executives bonus for the
preceding calendar year; provided that, if




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7 Executive separates from employment pursuant to this
Section 5(d) prior to his first anniversary with the
Company, then Executives bonus amount for purposes of
this Section 5(d)(i) will be 62.5% of Executives base
salary;(ii)
    
    all of the Executives
unvested stock options will immediately vest and such
options, along with those previously vested and unexercised,
will become exercisable for a period of one (1) year
thereafter;(iii)
    
    all of the Executives
unvested restricted stock will immediately vest and all of
the restricted stock of the Company held by the Executive
shall become free from all contractual restrictions; and(iv)
    
    the Company shall also
continue in effect the Executives health and dental benefits
(or similar health and dental benefits paid to senior
executives) noted in Section 3(c) as follows: Upon
Executives termination of employment, Executive shall be
eligible for continued health insurance benefits under the
federal law known as COBRA. Executive is required to timely
elect COBRA in order to receive continued health insurance
coverage under this Agreement. Upon Executives election of
COBRA coverage and timely payment of applicable monthly COBRA
premiums, Executive will receive health insurance coverage
under COBRA up to the maximum period provided by law. The
Company will reimburse Executive of the cost of such COBRA
coverage until the earlier of (x) eighteen (18) months from
the termination date or (y) the date on which the Executive
obtains health insurance coverage from a subsequent employer.
Executive acknowledges that if he does not timely elect
COBRA coverage he will not receive continued health insurance
benefits from the Company. Executive also acknowledges that
he is responsible for any taxes due on payments from the
Company in reimbursement for COBRA premium amounts.
 and and




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8    provided however




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9      provided however
   provided however




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10     Excise Tax Payments.
 Gross-Up Payment




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11 Determination by Accountant




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12   Cooperation with Company
 Confidential Information




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13




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14      Withholding
 Notices




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15  
  Miscellaneous




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16   EXECUTIVE:/s/ William RichardsonWilliam RichardsonCOMPANY:INTERSTATE HOTELS & RESORTS, INC.By:
    
    /s/ Christopher L. BennettName:
    
    Christopher L. BennettTitle:
    
    Senior Vice President, General
Counsel and SecretaryLLC:INTERSTATE MANAGEMENT COMPANY, LLCBy: Interstate Operating Company, L.P., a
memberBy: Interstate Hotels & Resorts, Inc.,its general partnerBy:
    
    /s/ Christopher L. BennettName:
    
    Christopher L. BennettTitle:
    
    Senior Vice President, General
Counsel and Secretary