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                                                                   Exhibit 10.15

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                THIS AGREEMENT, made and entered into as of June 8, 2004 (the
"Effective Date"), by and between LAURENCE S. GELLER (the "Executive") and
STRATEGIC HOTEL CAPITAL, INC. (the "Company");

                                WITNESSETH THAT:

                WHEREAS, Strategic Hotel Capital, L.L.C. ("SHC LLC") and the
Executive are parties to an Employment Agreement dated as of November 30, 2000
(the "2000 Employment Agreement"), pursuant to which the terms and conditions of
the Executive's employment were set forth; and

                WHEREAS, certain of SHC LLC operations, management and payroll
have been assigned to the Company, SHC LLC, the Company and Executive have
agreed to assign the 2000 Employment Agreement to the Company, and the Company
and the Executive have agreed to amend and restate the 2000 Employment
Agreement.

                NOW THEREFORE, the Company and the Executive hereby agree that
the 2000 Employment Agreement shall be amended and restated as set forth herein
effective as of the Effective Date:


               1. Performance of Services. The Executive's employment with the
Company shall be subject to the following:

         (a)      Subject to the terms of this Agreement, the Company hereby
                  agrees to employ the Executive as its chief executive officer,
                  with the titles of President and Chief Executive Officer
                  during the Agreement Term (as defined below), and the
                  Executive hereby agrees to accept such employment during the
                  Agreement Term. During the Agreement Term, while he is
                  employed by the Company, the Executive shall be nominated for
                  election to the Board of Managers of the Company (the
                  "Board"), so long as he is Chief Executive Officer. If elected
                  to and serving on the Board, the Executive agrees to resign
                  from the Board effective on his Date of Termination (as
                  defined in paragraph 3(j)), unless the Executive and the Board
                  otherwise agree. The "Agreement Term" shall initially be the
                  period beginning on the Effective Date and ending on December
                  31, 2005. Thereafter, the Agreement Term will be automatically
                  extended for 12-month periods, unless either the Company or
                  the Executive shall give the other party notice of the
                  intention to not extend the Agreement by October 1, 2005 or by
                  October 1 of any succeeding year, if applicable, except that
                  upon a Change in Control (as defined in paragraph 3(h)) the
                  remaining Agreement Term shall be 24 months from the date the
                  Change in Control occurred.


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         (b)      During the Agreement Term, while the Executive is employed by
                  the Company, the Executive shall devote his full time,
                  energies and talents to serving as its President and Chief
                  Executive Officer.

         (c)      The Executive agrees that he shall perform his duties
                  faithfully and to the best of his abilities subject to the
                  directions of the Board. The Executive's duties may include
                  providing services for both the Company and the Subsidiaries
                  (as defined below), as determined by the Board; provided,
                  however, that the Executive shall not, without his consent, be
                  assigned tasks that would be inconsistent with those of
                  president and chief executive officer of the Company. The
                  Executive will have such authority, power, responsibilities
                  and duties as are inherent to his positions (and the
                  undertakings applicable to his positions) and necessary to
                  carry out his responsibilities and the duties required of him
                  hereunder. For purposes of this Agreement, the term
                  "Subsidiary" shall mean any corporation, partnership, joint
                  venture or other entity during any period, in which at least a
                  majority interest in such entity is owned, directly or
                  indirectly, by the Company (or a successor to the Company).

         (d)      Notwithstanding the foregoing provisions of this paragraph 1,
                  during the Agreement Term, the Executive may devote reasonable
                  time to activities other than those required under this
                  Agreement, including management of his personal investments
                  and activities involving professional, charitable,
                  educational, religious and similar types of organizations, to
                  the extent that such other activities do not, in the
                  reasonable judgment of the Board, inhibit or prohibit the
                  performance of the Executive's duties under this Agreement, or
                  conflict in any material way with the business of the Company
                  or any Subsidiary; provided, however, that the Executive shall
                  obtain approval of the Board prior to nomination or seeking
                  election to the board of directors of any other company
                  (except that the Executive may continue to serve as a member
                  of the board of Gaylord Entertainment), and such approval
                  shall not be unreasonably withheld.

         (e)      The Company shall, to the maximum extent permitted by
                  applicable law, protect, defend, indemnify and hold harmless
                  the Executive against any costs, losses, expenses, claims,
                  suits, proceedings, investigations, damages or liabilities to
                  which the Executive may become subject which arise out of, are
                  based upon or relate to, or are alleged to so arise, be based
                  upon or to relate to the Executive's employment by the Company
                  (and any Subsidiary) or the Executive's service to the Company
                  (and any Subsidiary) as an employee, officer or member of the
                  Board, including, without limitation, reimbursement on a
                  current basis, upon submission of invoices, for any legal or
                  other expenses reasonably incurred by the Executive in
                  connection with investigation and defending against any such
                  costs, losses, expenses, claims, suits, proceedings,
                  investigations, damages or liabilities; provided, however,
                  that the Company shall not be required to pay any amounts
                  under this paragraph except upon receipt of an unsecured
                  undertaking by the Executive to repay any such amounts as to
                  which it shall ultimately be determined by a court of
                  competent jurisdiction that the Executive is not entitled to
                  indemnification by the Company. The Executive will be covered
                  under the Company's directors and officers insurance policy
                  during the Agreement Term and for such period following the
                  Date of Termination during which any action may be brought
                  against the Executive related to the matters above, so long as
                  the Company maintains such coverage for any director or
                  officer of the Company.


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               2. Compensation. Subject to the terms of this Agreement, during
the Agreement Term, while the Executive is employed by the Company, the Company
shall compensate him for his services as follows:

         (a)      Salary and Bonus.

                  (i)      During the Agreement Term, the Executive shall
                           receive an annual base salary (the "Salary") of
                           $400,000, subject to annual review by the Executive
                           Compensation Committee of the Board (the
                           "Committee"), which, in the discretion of such
                           Committee, may be increased from time to time. Once
                           increased, such Salary may not be decreased. Such
                           Salary shall be payable in arrears, in accordance
                           with the payroll practices of the Company.

                  (ii)     For fiscal year 2004 and each subsequent fiscal year
                           of the Company during the Agreement Term, the
                           Executive shall be eligible to receive an annual cash
                           performance-based bonus (the "Bonus") from the
                           Company. For each fiscal year, the Executive shall
                           have the opportunity to earn a bonus determined by
                           the Committee in its sole discretion, taking into
                           consideration the relative contribution by the
                           Executive to the business of the Company, general
                           economic conditions, and such other performance goals
                           and factors as the Committee deems relevant with the
                           following targets: threshold target - $400,000;
                           mid-point target- $500,000; and above target -
                           $600,000; provided, however that, no minimum bonus
                           amount is guaranteed.

         (b)      Benefits. The Executive shall be eligible to participate in
                  any employee pension and welfare benefit plans and programs
                  made available to the Company's senior level executives, on
                  terms which are no less favorable than the terms provided
                  generally for the Company's senior level executives from time
                  to time, including, without limitation, pension, profit
                  sharing, savings and other retirement plans or programs,
                  medical, dental, hospitalization, short-term and long-term
                  disability and life insurance plans, accidental death and
                  dismemberment protection, travel accident insurance, and any
                  other pension or retirement plans or programs and any other
                  employee welfare benefit plans or programs that may be
                  sponsored by the Company from time to time, including any
                  plans that supplement the above-listed types of plans or
                  programs, whether funded or unfunded.


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         (c)      Vacation. The Executive shall be entitled to four weeks of
                  paid vacation each calendar year (or a pro rata portion
                  thereof with respect to any period during the Agreement Term
                  which does not encompass a full calendar year). Any unused
                  vacation may be rolled over to the next calendar year, if
                  permitted under the Company's regular vacation policy as in
                  effect from time to time.

         (d)      Business Expenses. The Company will reimburse the Executive
                  for reasonable expenses incurred by the Executive on company
                  business, pursuant to the Company's standard expense
                  reimbursement policy as in effect from time to time, so long
                  as the Executive provides proper documentation establishing
                  the amount, date and business purpose of those expenses.

         (e)      Stock-Based Compensation.


                  (i)      Annual Awards

                           The Company shall adopt, and Executive shall receive
                           awards from time to time as determined by the
                           Committee under a restricted stock unit plan or other
                           comparable equity arrangement. As of the
                           effectiveness of the initial public offering of the
                           Company's common stock (the "IPO"), the Executive
                           shall receive an annual award of restricted stock
                           units for the 2004 fiscal year based on a number of
                           shares of the Company's common stock ("Common Stock")
                           equal to $800,000 divided by the price for the
                           Company's common stock established for the IPO. Such
                           restricted stock units shall vest in four equal
                           annual installments commencing December 31, 2004 and
                           on the succeeding three anniversaries thereof. For
                           each fiscal year thereafter, the Executive shall
                           receive an annual restricted stock unit award (or
                           other equity-based award of equivalent economic
                           value) having a targeted face value at one of the
                           following levels, based on the Executive's
                           performance in the prior fiscal year: (A) threshold -
                           not less than 1 times the Executive's Base Salary,
                           (B) mid-point - 1.5 times the Executive's Base
                           Salary, and (C) above target - not less than 2 times
                           the Executive's Base Salary; provided, however that
                           no minimum annual award is guaranteed.

                  (ii)     IPO Award

                           Upon the IPO, the Executive will receive an award of
                           such number of restricted stock units, subject to the
                           terms and conditions of the Company's Stock Incentive
                           Plan (except as provided in this Agreement), equal
                           to: (x) $1,600,000 divided by (y) the price for a
                           share of Common Stock established for the IPO. Such
                           restricted stock units shall vest in four equal
                           annual installments commencing December 31, 2004 and
                           on the succeeding three anniversaries thereof.



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                  (iii)    UAR Conversion

                           Upon the effectiveness of the IPO, all of the
                           Executive's outstanding awards of Unit Appreciation
                           Rights granted by SHC, LLC shall be converted into
                           such number of fully vested restricted stock units
                           under the Company's Stock Incentive Plan equal to (x)
                           $1,431,750 divided by (y) the price for a share of
                           Common Stock established for the IPO. Upon such
                           conversion, all Unit Appreciation Rights shall be
                           cancelled. The shares underlying the restricted stock
                           units shall be delivered to the Executive according
                           to the following table, whether or not the Executive
                           is then employed by the Company.

                                     Time            Percent of Shares Delivered
                                     ----            ---------------------------

                             Upon effectiveness of IPO         50.4%

                             January, 1 2005                   23.3%

                             January, 1 2006                   16.7%

                             January 1, 2007                   9.6%

                  (iv)     Dividend Equivalents

                           Each restricted stock unit award under this paragraph
                           2(e) shall provide for accrual of dividend
                           equivalents, as follows. As of each dividend date
                           with respect to shares of Common Stock, a dollar
                           amount equal to the amount of the dividend that would
                           have been paid on the number of shares of Common
                           Stock equal to the number of restricted stock units
                           held by the Executive as of the close of business on
                           the record date for such dividend shall be converted
                           into a number of restricted stock units equal to the
                           number of whole and fractional shares of Common Stock
                           that could have been purchased at the closing price
                           on the dividend payment date with such dollar amount.
                           In the case of any dividend declared on shares of
                           Common Stock which is payable in shares of Common
                           Stock, Executive shall be credited with an additional
                           number of restricted stock units equal to the product
                           of (x) the number of his restricted stock units then
                           held on the related dividend record date and the (y)
                           the number of shares of Common Stock (including any
                           fraction thereof) distributable as a dividend on a
                           share of Common Stock. Such dividend equivalents
                           shall be paid to the Executive in shares of Common
                           Stock, at such time as shares are delivered for
                           payment of restricted stock units.


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                  (v)      Timing of Delivery of Shares

                           For all vested restricted stock units and other
                           equity awards (other than restricted stock units
                           delivered pursuant to the UAR conversion described in
                           paragraph 2(e)(iii) above), the underlying shares
                           shall vest and be delivered, and all stock options
                           and stock appreciation rights shall be exercisable,
                           at the time specified in, and in accordance with the
                           Company's standard form of award agreement under the
                           Company's Stock Incentive Plan, except as follows:

                           (A) All equity awards described in this paragraph
                           2(e) shall immediately vest and all restricted stock
                           units and other similar awards shall be deliverable
                           upon the Date of Termination for a termination of the
                           Executive's employment under the circumstances
                           described in paragraphs 3(a) (death) or 3(b)
                           (Disability), or under the circumstances described in
                           paragraph 3(e) (voluntary resignation) at or after
                           the Executive attains age 62 or a termination of the
                           Executive's employment after the Executive attains
                           age 62 due to a non-renewal of the Agreement Term by
                           the Company (either such termination defined for
                           purposes of this Agreement as "retirement"), and all
                           stock options and stock appreciation rights held by
                           the Executive, if any, shall be exercisable for
                           twelve months following the Date of Termination in
                           the case of a termination under paragraph 3(a) or
                           3(b) and shall be exercisable for the unexpired
                           stated term of each such option and stock
                           appreciation right in the case of a retirement.

                           (B) All equity awards described in this paragraph
                           2(e) shall immediately vest and all restricted stock
                           units and other similar awards shall be deliverable
                           only to the extent such awards would have vested or
                           been deliverable had the Executive's employment
                           continued for two years following the Date of
                           Termination, upon a termination of the Executive's
                           employment under the circumstances described in
                           paragraphs 3(d) (Constructive Termination) or 3(g)
                           (termination by the Company for reasons other than
                           Cause, death or Disability) or due to non-renewal of
                           the Agreement Term by the Company prior to the
                           Executive attaining age 62 and all stock options and
                           stock appreciation rights held by the Executive, if
                           any, shall be exercisable for three years following
                           the Date of Termination.


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                           (C) The foregoing to the contrary notwithstanding,
                           all equity awards shall immediately vest and all
                           restricted stock units and other similar awards shall
                           be deliverable upon the occurrence of a Change in
                           Control.

                           (D) For the avoidance of doubt, all unvested equity
                           awards shall be forfeited upon a termination of the
                           Executive's employment under the circumstances
                           described in paragraph 3(e) (voluntary resignation)
                           prior to Executive attaining age 62 (including such a
                           resignation due to a non-renewal of the Agreement
                           Term by the Executive), or paragraph 3(c)
                           (termination by Company for Cause).

               3. Termination The Executive's employment with the Company during
the Agreement Term may be terminated by the Company or the Executive without any
breach of this Agreement under the circumstances described in paragraphs 3(a)
through 3(g):

         (a)      Death. The Executive's employment hereunder will terminate
                  upon his death.

         (b)      Disability. The Company may terminate the Executive's
                  employment due to the Executive's Disability. For purposes of
                  this Agreement "Disability" means the absence of the Executive
                  from the Executive's duties with the Company on a full-time
                  basis for ninety (90) days (which need not be continuous)
                  during any consecutive twelve-month period as a result of
                  incapacity due to a physical or mental illness which, in the
                  opinion of the Board, renders the Executive incapable, after
                  reasonable accommodation, of performing his duties under this
                  Agreement. If the Executive disputes the Company's
                  determination of Disability, the Executive (or his designated
                  physician) and the Company (or its designated physician) shall
                  jointly appoint a third-party physician to examine the
                  Executive and determine whether the Executive has a
                  Disability.

         (c)      Termination by Company for Cause. The Company may terminate
                  the Executive's employment hereunder at any time for Cause.
                  For purposes of this Agreement, the term "Cause" shall mean:

                  (i)      the willful and continued failure by the Executive,
                           after reasonable notice and opportunity to cure, to
                           substantially perform his duties with the Company
                           (other than any such failure resulting from the
                           Executive's Disability);

                  (ii)     willful gross misconduct involving serious moral
                           turpitude, or breach of his duty of loyalty to the
                           Company;

                  (iii)    conviction (or plea of no contest) of (a) a felony,
                           (b) a crime involving fraud or (c) other illegal
                           conduct, other than minor traffic violations, and
                           with respect to clause (d), which is demonstrably
                           injurious to the Company's financial position or
                           reputation;


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                  (iv)     material breach of any of the Company's material
                           written policies;

                  (v)      willful dishonesty in connection with the Company's
                           business;

                  (vi)     the Executive willfully (x) impedes, (y) endeavors to
                           influence, obstruct or impede or (z) fails to
                           materially cooperate with an investigation authorized
                           by the Board (an "Investigation"); or

                  (vii)    the Executive willfully withholds, removes, conceals,
                           destroys, alters or by other means falsifies any
                           material which is requested in connection with an
                           Investigation, or attempts to do so or solicits
                           another to do so.

                  For purposes of this provision, no act or omission on the part
                  of the Executive shall be considered "willful" unless it is
                  done or omitted in bad faith and without reasonable belief
                  that such conduct was in the best interests of the Company.
                  The cessation of employment of the Executive shall not be
                  deemed to be for Cause unless and until there shall have been
                  delivered to the Executive a copy of a resolution duly adopted
                  by the affirmative vote of not less than a majority of the
                  entire membership of the Board (excluding the Executive),
                  after reasonable notice is provided to the Executive and the
                  Executive is given an opportunity, together with counsel, to
                  be heard before the Board, finding that, in the good faith
                  opinion of the Board, the Executive is guilty of conduct
                  described above, and specifying the particulars thereof in
                  detail.

         (d)      Constructive Termination. The Executive shall be considered to
                  have terminated his employment as a result of a "Constructive
                  Termination" if, without the written consent of the Executive,

                  (i)      the Company reduces Executive's Salary or bonus
                           opportunity or the Company materially breaches this
                           Agreement;

                  (ii)     the Company materially reduces the Executive's duties
                           or authority, fails to nominate the Executive to the
                           Board, or requires the Executive to report other than
                           to the Board or a committee of the Board;

                  (iii)    the Company relocates its principal offices, or the
                           Executive's principal place of employment, outside
                           the Chicago metropolitan area; or

                  (iv)     any successor to the Company (or the Company itself,
                           following a Change in Control as defined in paragraph
                           3(h)) fails to assume this Agreement or affirm its
                           obligations hereunder in any material respect.


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                  Notwithstanding the foregoing, at the direction of the Board,
                  certain of the Executive's duties may be reassigned to another
                  director or officer for up to 30 days to permit an
                  Investigation of whether there is a basis to terminate the
                  Executive for Cause. Such reassignment shall not constitute
                  Constructive Termination as long as the reassigned duties are
                  directly and materially related to the subject of the
                  Investigation. Further, suspending the Executive's duties,
                  with full pay, bonus eligibility, welfare benefits and
                  continued vesting of equity awards and other benefits, after
                  Executive has provided a notice of non-renewal of this
                  Agreement shall not constitute Constructive Termination. A
                  termination by the Executive shall not be deemed to be as a
                  result of a Constructive Termination unless the Executive
                  shall have provided notice of the Constructive Termination
                  event within 90 days of its occurrence and the Company shall
                  have a reasonable opportunity to cure such conduct or event.

         (e)      Voluntary Resignation. The Executive may terminate his
                  employment hereunder at any time for any reason by giving the
                  Company prior written notice of his resignation, whether
                  pursuant to the non-renewal provision of paragraph 1(a) or
                  otherwise, which shall be effective 30 days after receipt
                  (provided, that, the Company may accelerate the Date of
                  Termination to an earlier date by providing the Executive with
                  notice of such action, or, alternatively, the Company may
                  place the Executive on paid leave during such period). The
                  Executive shall not be required to specify a reason for any
                  such termination under this paragraph 3(e) unless the
                  Executive intends for such termination to be subject to
                  paragraph 3(d).

         (f)      Mutual Agreement. This Agreement may be terminated at any time
                  by the mutual agreement of the parties. Any termination of the
                  Executive's employment by mutual agreement of the parties will
                  be memorialized by an agreement which is reduced to writing
                  and signed by the Executive and a duly appointed officer of
                  the Company.

         (g)      Other Termination by Company. The Company may terminate the
                  Executive's employment hereunder at any time for any reason,
                  by giving the Executive prior written notice of his
                  termination, which shall be effective immediately or as of
                  such later time as is specified in such notice. Termination of
                  the Executive's employment by the Company shall be deemed to
                  have occurred under this paragraph 3(g) unless the notice of
                  termination provided to the Executive by the Company specifies
                  that the Executive's termination is for reasons described in
                  paragraphs 3(b), 3(c), or 3(f), or unless the circumstances
                  described in paragraph 3(h) apply.


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         (h)      Change in Control. The Executive shall be considered to have
                  terminated his employment under this paragraph 3(h) if a
                  "Change in Control" occurs with respect to the Company and
                  within 24 months thereafter the Executive is terminated by the
                  Company for any reason other than for Cause or the Executive
                  terminates his employment as a result of a Constructive
                  Termination. For purposes of this Agreement the term "Change
                  in Control" means the happening of any of the following:

                  (i)      Any "Person" (having the meaning ascribed to such
                           term in Section 3(a)(9) of the Exchange Act and used
                           in Sections 13(d) and 14(d) thereof, including a
                           "group" within the meaning of Section 13(d)(3)) has
                           or acquires Beneficial Ownership of thirty (30%)
                           percent or more of the combined voting power of the
                           Company's then outstanding voting securities entitled
                           to vote generally in the election of directors
                           ("Voting Securities"); provided, however, that in
                           determining whether a Change in Control has occurred,
                           Voting Securities which are held or acquired by the
                           following: (i) the Company or any of its Related
                           Companies (as defined in paragraph 3(h)(iv) below) or
                           (ii) an employee benefit plan (or a trust forming a
                           part thereof) maintained by the Company or any of its
                           Related Companies (the persons or entities described
                           in (i) and (ii) shall collectively be referred to as
                           the "Excluded Group"), shall not constitute a Change
                           in Control. For purposes of this Agreement,
                           "Beneficial Ownership" shall mean beneficial
                           ownership within the meaning of Rule 13d-3
                           promulgated under the Exchange Act.


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                  (ii)     The individuals who are members of the Incumbent
                           Board cease for any reason to constitute more than
                           fifty (50%) percent of the Board. For purposes of
                           this Agreement, "Incumbent Board" shall mean the
                           individuals who, as of the beginning of the period
                           commencing two years prior to the determination date,
                           constitute the Board; provided, however, that for
                           purposes of this definition, any individual who
                           becomes a member of the Board subsequent to the
                           beginning of such two-year period, whose election, or
                           nomination for election by the Company's
                           stockholders, was approved by a vote of at least
                           two-thirds of those individuals who are members of
                           the Board and who were also members of the Incumbent
                           Board (or deemed to be such pursuant to this proviso)
                           shall be considered as though such individual were a
                           member of the Incumbent Board; and provided further,
                           however, that any such individual whose initial
                           assumption of office occurs as a result of or in
                           connection with an actual or threatened solicitation
                           of proxies or consents by or on behalf of a Person
                           other than the Board shall not be considered a member
                           of the Incumbent Board.

                  (iii)    A consummation of a merger, consolidation or
                           reorganization or similar event involving the
                           Company, whether in a single transaction or in a
                           series of transactions ("Business Combination"),
                           unless, following such Business Combination:

                                    (a) the Persons with Beneficial Ownership of
                                    the Company, immediately before such
                                    Business Combination, have Beneficial
                                    Ownership of more than fifty (50%) percent
                                    of the combined voting power of the then
                                    outstanding voting securities entitled to
                                    vote generally in the election of directors
                                    of the corporation (or in the election of a
                                    comparable governing body of any other type
                                    of entity) resulting from such Business
                                    Combination (including, without limitation,
                                    an entity which as a result of such
                                    transaction owns the Company or all or
                                    substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) (the "Surviving Company") in
                                    substantially the same proportions as their
                                    Beneficial Ownership of the Voting
                                    Securities immediately before such Business
                                    Combination;

                                    (b) the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the initial agreement providing
                                    for such Business Combination constitute
                                    more than fifty (50%) percent of the members
                                    of the board of directors (or comparable
                                    governing body of a noncorporate entity) of
                                    the Surviving Company; and

                                    (c) no Person (other than a member of the
                                    Excluded Group or any Person who immediately
                                    prior to such Business Combination had
                                    Beneficial Ownership of thirty percent (30%)
                                    or more of the then Voting Securities) has
                                    Beneficial Ownership of thirty (30%) percent
                                    or more of the then combined voting power of
                                    the Surviving Company's then outstanding
                                    voting securities.

                  (iv)     The assignment, sale, conveyance, transfer, lease or
                           other disposition of all or substantially all of the
                           assets of the Company to any Person (other than the
                           Company, any Related Company or an employee benefit
                           plan (or related trust) sponsored or maintained by
                           the Company or any Related Company) unless,
                           immediately following such disposition, the
                           conditions set forth in paragraph (iii)(a), (b) and
                           (c) above will be satisfied with respect to the
                           entity which acquires such assets. For purposes of
                           this Agreement, "Related Company" shall mean any
                           entity that is directly or indirectly controlled by,
                           in control of or under common control with the
                           Company.

                  (v)      The occurrence of a liquidation or dissolution of the
                           Company.


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                  Notwithstanding the provisions of subparagraphs (i), (ii) and
                  (iii) of this paragraph (h), the IPO or acquisition of stock
                  by underwriters in furtherance of a public offering shall not
                  be considered a Change in Control.

         (j)      Date of Termination. "Date of Termination" means the last day
                  the Executive is employed by the Company, whether by reason of
                  the expiration of the Agreement Term, termination of
                  employment in accordance with the foregoing provisions of this
                  paragraph 3, or under any other circumstances.

               4. Rights Upon Termination. The rights and obligations of the
Company and the Executive with respect to compensation and benefits under this
Agreement for periods after his Date of Termination shall be determined in
accordance with the following provisions of this paragraph 4:

         (a)      If the Executive's employment terminates for any reason, the
                  Company shall pay to the Executive:

                  (i)      The Executive's Salary for the period ending on the
                           Date of Termination and, if applicable, any earned
                           but unpaid Bonus for the fiscal year ending on or
                           before the Date of Termination.

                  (ii)     Payment for unused vacation days, as determined in
                           accordance with the Company policy as in effect from
                           time to time.

                  (iii)    Any other payments or benefits to be provided to the
                           Executive by the Company pursuant to any employee
                           benefit plans or arrangements adopted by the Company,
                           to the extent such amounts are due from the Company.

                  Except as may otherwise be expressly provided to the contrary
                  in this Agreement, nothing in this Agreement shall be
                  construed as requiring the Executive to be treated as employed
                  by the Company for purposes of any employee benefit plan or
                  arrangement following the date of the Executive's Date of
                  Termination.

         (b)      If the Executive's employment terminates under circumstances
                  described in paragraph 3(c) (termination for Cause), paragraph
                  3(e) (voluntary resignation), paragraph 3(f) (termination by
                  mutual agreement), or if the Executive's employment with the
                  Company terminates at the end of the Agreement Term due to:
                  (i) non-renewal of the Agreement Term by the Executive or (ii)
                  non-renewal of the Agreement Term by the Company after
                  Executive attains age 62, then, except as otherwise expressly
                  provided in this Agreement or otherwise agreed in writing
                  between the Executive and the Company, the Company shall have
                  no obligation to pay any Salary, Bonus, severance or similar
                  compensation amounts to the Executive under this Agreement for
                  periods after the Executive's Date of Termination.

                                       12
<PAGE>

         (c)      If the Executive's employment terminates under circumstances
                  described in paragraph 3(a) (relating to the Executive's
                  death), paragraph 3(b) (relating to the Executive's
                  Disability), paragraph 3(d) (Constructive Termination),
                  paragraph 3(g) (termination by the Company for reasons other
                  than for Cause, death or Disability), or due to non-renewal of
                  the Agreement Term by the Company prior to Executive attaining
                  age 62, then, in addition to the amounts payable in accordance
                  with paragraph 4(a), the Executive (or, in the event of his
                  death, his estate) shall receive from the Company (i) an
                  amount equal to his current Salary then in effect, plus
                  $600,000, payable in 12 equal monthly installments commencing
                  on the first Company payroll date for senior executives
                  following the Date of Termination; (ii) a pro-rata midpoint
                  target Bonus for the elapsed portion of the calendar year
                  elapsed through the Date of Termination, payable in 12 equal
                  monthly installments commencing on the first Company payroll
                  date for senior executives following the Date of Termination;
                  (iii) during the 12-month period beginning on the Date of
                  Termination of the Executive's employment pursuant to any of
                  the reasons listed in this paragraph 4(c), the Executive and
                  his family members shall be entitled to continued medical
                  coverage under the Company's medical plan, with benefits no
                  less favorable in any material respect than the level of
                  coverage applicable to them immediately prior to such Date of
                  Termination, and the Company shall pay all premium amounts
                  therefor. The 12 months of continued medical coverage at the
                  Company's expense shall run concurrently with the time period
                  for which the Executive and his family members are entitled to
                  continued medical coverage under the provisions of section
                  4980B of the Internal Revenue Code of 1986, as amended (the
                  "Code"), and section 601 of the Employee Retirement Income
                  Security Act of 1974, as amended ("ERISA"), if applicable, or
                  any similar state law continuation coverage requirements. The
                  Executive's restricted stock units and other equity awards
                  shall vest, and any stock options and stock appreciation
                  rights shall be exercisable after the Date of Termination, as
                  set forth at paragraph 2(e)(v)(A) or (B) hereof as the case
                  may be.

         (d)      If the Executive's employment terminates under the
                  circumstances described in paragraph 3(h)(certain Change in
                  Control terminations), then, in addition to the amounts
                  payable in accordance with paragraph 4(a), but in lieu of any
                  amounts payable in accordance with paragraph 4(c), the
                  Executive shall receive from the Company a lump sum cash
                  payment, payable within 30 days of such termination, equal to
                  (i) three (3) times the total of (A) and (B), where (A) is his
                  Salary then in effect, and (B) is the higher of $600,000 or
                  the highest annual Bonus earned by the Executive within the
                  preceding 3 years; and (ii) a pro-rata Bonus for the portion
                  of the calendar year elapsed through the Date of Termination
                  based on the amount set forth in clause (B) of this paragraph
                  4(d). During the 36-month period beginning on the Date of
                  Termination of the


                                       13
<PAGE>

                  Executive's employment pursuant to paragraph 3(h), the
                  Executive and his family members shall be entitled to
                  continued medical coverage under the Company's medical plan,
                  with benefits no less favorable in any material respect than
                  the level of coverage applicable to them immediately prior to
                  the Date of Termination, and the Company shall pay all premium
                  amounts therefor. The 36 months of continued medical coverage
                  at the Company's expense shall run concurrently with the time
                  period for which the Executive and his family members are
                  entitled to continued medical coverage under the provisions of
                  section 4980B of the Code and section 601 of ERISA, if
                  applicable, or any similar state law continuation coverage
                  requirements. The Executive's restricted stock units and other
                  equity awards shall vest, and any stock options and stock
                  appreciation rights shall be exercisable after the Date of
                  Termination, as set forth at paragraph 2(e)(v)(A) or (B)
                  hereof as the case may be.

         (e)      In the event of the Executive's death before payment of any
                  amount that had become due and payable to or on behalf of the
                  Executive pursuant to the terms of this Agreement, payment of
                  that amount shall be made to the Executive's estate.

         (f)      The Company shall not be required to make the payments and
                  provide the benefits specified in paragraph 4(c) or 4(d)
                  unless the Executive executes and delivers to the Company an
                  agreement releasing the Company, its affiliates and its
                  officers, directors and employees from all liability (other
                  than the payments and benefits under this Agreement)
                  substantially in the form set forth attached hereto as Exhibit
                  A and such agreement has become effective and irrevocable.

               5. Duties on Termination. Subject to the terms and conditions of
this Agreement, during the period beginning on the date of delivery of a notice
of resignation by the Executive or notice of termination of the Executive's
employment by the Company, and ending on the Date of Termination, the Executive
shall continue to perform his duties as set forth in this Agreement, and during
such period shall also perform such reasonable services for the Company as are
necessary and appropriate for a smooth transition to the Executive's successor,
if any. Notwithstanding the foregoing provisions of this paragraph 5, the
Company may suspend the Executive from performing his duties under this
Agreement following the delivery of any such notice of resignation or
termination; provided, however, that during the period of suspension (which
shall end on the Date of Termination), the Executive shall continue to be
treated as employed by the Company for other purposes, and his rights to
compensation or benefits shall not be reduced by reason of the suspension.

               6. Non-competition and Non-solicitation.


                                       14
<PAGE>

         (a)      Except as otherwise permitted under paragraph 1(d) of this
                  Agreement, while the Executive is employed by the Company, he
                  agrees that he will not directly or indirectly (without prior
                  written consent of the Company) engage in, assist, perform
                  services for, establish or open, or have any equity interest
                  (other than ownership of 5% or less of the outstanding stock
                  of any corporation listed on the New York or American Stock
                  Exchange or included in the National Association of Securities
                  Dealers Automated Quotation System) in any person, firm,
                  corporation, or business entity (whether as an employee,
                  officer, director, agent, security holder, creditor,
                  consultant, or otherwise) that engages in any activity which
                  is directly competitive with the business of the Company. In
                  addition, for an 18-month period after the Executive's Date of
                  Termination under the circumstances described in paragraphs
                  3(c) or 3(e), or for a 12-month period after the Executive's
                  Date of Termination due to non-renewal of the Agreement Term
                  by the Company before the Executive attains age 62, the
                  Executive agrees that he will not actively engage in the
                  business of the acquisition of hotel properties by acting as
                  an investor, principal, broker or intermediary with respect to
                  hotel property acquisitions or by soliciting or otherwise
                  identifying specific acquisition opportunities, but the
                  provisions of this sentence are not to be construed so as to
                  otherwise prevent the Executive from engaging in hotel asset
                  management or consulting activities. The restrictions in this
                  paragraph 6(a) are intended to apply on a worldwide basis.
                  Nothing in this paragraph 6 or paragraph 7 shall be construed
                  as limiting the Executive's duty of loyalty to the Company
                  while he is employed by the Company, or any other duty he may
                  otherwise have to the Company while he is employed by the
                  Company.

         (b)      While the Executive is employed by the Company, and for a
                  period of 12 months after the Executive's Date of Termination,
                  the Executive agrees that he will not in any manner, directly
                  or indirectly (without prior written consent of the Company)
                  employ or solicit for employment for himself or any other
                  business entity (other than the Company and its Subsidiaries)
                  any individual who was, during the period of the Executive's
                  employment with the Company or the 12-month period following
                  the Executive's Date of Termination, an employee, officer,
                  agent or representative of the Company (or any successor
                  corporation into which the Company may be merged or
                  consolidated).

               7. Confidential Information. The Executive agrees that:

         (a)      Except as may be required by the lawful order of a court or
                  agency of competent jurisdiction, or except to the extent that
                  the Executive has express authorization from the Company, the
                  Executive agrees to keep secret and confidential indefinitely
                  all non-public information (including, without limitation,
                  information regarding litigation and pending litigation)
                  concerning the Company and the Subsidiaries which was acquired
                  by or disclosed to the Executive during the course of his
                  employment with or negotiations for employment with the
                  Company, or during the course of any consultation with the
                  Company following his termination of employment pursuant to
                  paragraph 8, and not to disclose the same, either directly or
                  indirectly, to any other person, firm, or business entity, or
                  to use it in any way.


                                       15
<PAGE>

         (b)      To the extent that any court or agency seeks to have the
                  Executive disclose confidential information, he shall promptly
                  inform the Company, and he shall take such reasonable steps to
                  prevent disclosure of confidential information until the
                  Company has been informed of such requested disclosure, and
                  the Company has an opportunity to respond to such court or
                  agency. To the extent that the Executive obtains information
                  on behalf of the Company or any of the Subsidiaries that may
                  be subject to attorney-client privilege as to the Company's
                  attorneys, the Executive shall take reasonable steps to
                  maintain the confidentiality of such information and to
                  preserve such privilege.

         (c)      Nothing in the foregoing provisions of this paragraph 7 shall
                  be construed so as to prevent the Executive from using, in
                  connection with his employment for himself or an employer
                  other than the Company or any of the Subsidiaries, knowledge
                  which is generally known (other than by reason of a violation
                  of this paragraph 7) to persons of his experience in other
                  companies in the same industry.

               8. Defense of Claims. The Executive agrees that, for the period
beginning the Effective Date, and continuing for a reasonable period after the
Executive's termination of employment with the Company, the Executive will
cooperate with the Company in defense of any claims that may be made against the
Company, and will cooperate with the Company in the prosecution of any claims
that may be made by the Company, to the extent that such claims may relate to
services performed by the Executive for the Company. The Executive agrees to
promptly inform the Company if he becomes aware of any lawsuits involving such
claims that may be filed against the Company. The Company agrees to reimburse
the Executive, for all of the Executive's reasonable out-of-pocket expenses and,
if any such cooperation is requested after Executive's termination of employment
with the Company, to compensate the Executive for his time associated with such
cooperation at an hourly rate based on the Executive's Salary in effect
immediately prior to the Date of Termination divided by 2,000. The Executive
also agrees to promptly inform the Company if he is asked to assist in any
investigation of the Company (or its actions) that may relate to services
performed by the Executive for the Company, regardless of whether a lawsuit has
then been filed against the Company with respect to such investigation.


                                       16
<PAGE>

               9. Equitable Remedies. The Executive acknowledges that the
Company would be irreparably injured by a violation of paragraphs 6, 7 or 8, and
he agrees that the Company, in addition to any other remedies available to it
for such breach or threatened breach, shall be entitled to a preliminary
injunction, temporary restraining order, or other equivalent relief, restraining
the Executive from any actual or threatened breach of any of paragraphs 6, 7 or
8. If a bond is required to be posted in order for the Company to secure an
injunction or other equitable remedy, the parties agree that said bond need not
be more than a nominal sum. The parties hereto acknowledge that the potential
restrictions on the Executive's future employment imposed by paragraphs 6, 7 and
8 are reasonable in duration and all other respects. If for any reason any court
of competent jurisdiction shall find paragraphs 6, 7, or 8 unreasonable in
duration or otherwise, the Executive and the Company agree that the restrictions
and prohibitions contained herein shall be effective to the fullest extent
allowed under applicable law in such jurisdiction.

              10. Certain Additional Payments by the Company.

         (a)      Anything in this Agreement to the contrary notwithstanding and
                  except as set forth below, in the event it shall be determined
                  that any payment or distribution by the Company to or for the
                  benefit of the Executive (whether paid or payable or
                  distributed or distributable pursuant to the terms of this
                  Agreement or otherwise, but determined without regard to any
                  additional payments required under this paragraph 10) (a
                  "Payment") would be subject to the excise tax imposed by
                  Section 4999 of the Code or any interest or penalties are
                  incurred by the Executive with respect to such excise tax
                  (such excise tax, together with any such interest and
                  penalties, are hereinafter collectively referred to as the
                  "Excise Tax"), then the Executive shall be entitled to receive
                  an additional payment (a "Gross-Up Payment") in an amount such
                  that after payment by the Executive of all taxes (including
                  any interest or penalties imposed with respect to such taxes),
                  including, without limitation, any income and employment taxes
                  (and any interest and penalties imposed with respect thereto)
                  and Excise Tax imposed upon the Gross-Up Payment, the
                  Executive retains an amount of the Gross-Up Payment equal to
                  the Excise Tax imposed upon the Payments.

         (b)      Subject to the provisions of paragraph 10(a), all
                  determinations required to be made under this paragraph 10,
                  including whether and when a Gross-Up Payment is required and
                  the amount of such Gross-Up Payment and the assumptions to be
                  utilized in arriving at such determination, shall be made by a
                  certified public accounting firm reasonably acceptable to the
                  Executive as may be designated by the Company (the "Accounting
                  Firm") which shall provide detailed supporting calculations
                  both to the Company and the Executive within 15 business days
                  of the receipt of notice from the Executive that there has
                  been a Payment, or such earlier time as is requested by the
                  Company. If the Accounting Firm determines that no Excise Tax
                  is payable by the Executive, it shall furnish the Executive
                  with a written opinion, based on "substantial authority"
                  (within the meaning of Section 6662 of the Code), that the
                  failure to report the Excise Tax on the Executive's individual
                  income tax return would not result in the imposition of a
                  negligence or other accuracy-related penalty. All fees and
                  expenses of the Accounting Firm shall be borne solely by the
                  Company. Any Gross-Up Payment, as determined pursuant to this
                  paragraph 10, shall be paid by the Company to the Executive
                  within five days of the earlier of (i) the due date for the
                  payment of any Excise Tax or (ii) the issuance by the Internal
                  Revenue Service (the "IRS") of notice to the effect that an
                  Excise Tax is due in connection with a Payment. Subject to a
                  determination by the IRS, any determination by the Accounting
                  Firm shall be binding upon the Company and the Executive,
                  absent manifest error.


                                       17
<PAGE>

              11. Non-alienation. The interests of the Executive under this
Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Executive or the Executive's estate.

              12. Mitigation and Set-Off. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. The Company shall not be entitled to set off
against the amounts payable to the Executive under this Agreement any amounts
earned by the Executive in other employment after termination of his employment
with the Company, or any amounts which might have been earned by the Executive
in other employment had he sought such other employment.

              13. Amendment. This Agreement may be amended or canceled only by
mutual agreement of the parties in writing. So long as the Executive lives, no
person, other than the parties hereto, shall have any rights under or interest
in this Agreement or the subject matter hereof.

              14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS.

              15. Severability. The invalidity or non-enforceability of any
provision of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, and this Agreement will be construed as
if such invalid or unenforceable provision were omitted (but only to the extent
that such provision cannot be appropriately reformed or modified).

              16. Waiver of Breach. No waiver by either party hereto of a breach
of any provision of this Agreement by the other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of any party hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.


                                       18
<PAGE>

              17. Successors. This Agreement shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business.

              18. Notices. Notices and all other communications provided for in
this Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid overnight courier to the parties at the addresses set
forth below (or such other addresses as shall be specified by the parties by
like notice). Such notices, demands, claims and other communications shall be
deemed given: (x) when received if given in person or by courier service, (y) on
the date of transmission if sent by telex, facsimile or other wire transmission
or (z) three business days after being deposited in the U.S. mail, certified or
registered mail, postage prepaid:

         (a)      If to the Company, addressed as follows:

                  Strategic Hotel Capital, Inc.
                  77 South Wacker Drive, Suite 4600
                  Chicago, Illinois 60601
                  Attention:  General Counsel
                  Facsimile No.:  (312) 658-5799

         (b)      If to the Executive, addressed as follows:

                  Laurence S. Geller
                  77 South Wacker Drive, Suite 4600
                  Chicago, Illinois 60601
                  Facsimile No.:      (312) 658-5799

              19. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

              20. Costs of Disputes. The Company shall reimburse the Executive's
reasonable expenses, including legal fees (i) to negotiate and prepare this
Agreement up to a maximum of $50,000; (ii) in any dispute under this Agreement
in which the Executive prevails on at least one material claim.

              21. Survival of Agreement. Except as otherwise expressly provided
in this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive's employment with the Company.

              22. Entire Agreement. Except as otherwise noted herein this
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior and contemporaneous agreements,
if any, between the parties relating to the subject matter hereof.


                                       19
<PAGE>


              23. Acknowledgement by Executive. The Executive represents to the
Company that he is knowledgeable and sophisticated as to business matters,
including the subject matter of this Agreement, that he has read this Agreement
and that he understands its terms. The Executive acknowledges that, prior to
assenting to the terms of this Agreement; he has been given a reasonable time to
review it, to consult with counsel of his choice, and to negotiate at
arm's-length with the Company as to the contents. The Executive and the Company
agree that the language used in this Agreement is the language chosen by the
parties to express their mutual intent, and that no rule of strict construction
is to be applied against any party hereto. The Executive represents and warrants
that he is not, and will not become a party to any agreement, contract,
arrangement or understanding, whether of employment or otherwise, that would in
any way restrict or prohibit him from undertaking or performing his duties in
accordance with this Agreement.

              24. Inconsistency. In the event of any inconsistency between this
Agreement and any plan, program or practice of the Company, the terms of this
Agreement shall control.


                                       20
<PAGE>

              IN WITNESS THEREOF, the Executive has hereunto set his hand, and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the day and year first written above.


                                    --------------------------------------------
                                                     Executive


                                    STRATEGIC HOTEL CAPITAL, INC.



                                    By:
                                             -----------------------------------
                                    Name:
                                    Title:
















                                       21
<PAGE>


                                    EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

              THIS RELEASE is made as of this ___ day of __________, ____, by
and between Strategic Hotels, Inc. (the "Company") and Laurence S. Geller
("Executive").

              WHEREAS, Executive and the Company entered into that certain
Amended and Restated Employment Agreement, dated _______________, 2004
("Agreement");

              WHEREAS, Executive's employment with the Company as Chief
Executive Officer has terminated; and

              WHEREAS, in connection with the termination of Executive's
employment, under the Agreement, Executive is entitled to certain payments and
other benefits.

              NOW, THEREFORE, in consideration of the severance payments and
other benefits due Executive under the Agreement ("Severance Payments"):

              1. Executive hereby for himself, and his heirs, agents, executors,
successors, assigns and administrators (collectively, the "Related Parties"),
intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE
the Company, its affiliates, subsidiaries, parents, joint ventures, and its and
their officers, directors, shareholders, employees, predecessors, and partners,
and its and their respective successors and assigns, heirs, executors, and
administrators (collectively, "Releasees") from all causes of action, suits,
debts, claims and demands whatsoever in law or in equity, which Executive ever
had, now has, or hereafter may have, or which the Related Parties may have, by
reason of any matter, cause or thing whatsoever, from the beginning of his
initial dealings with the Company to the date of this Release, and particularly,
but without limitation of the foregoing general terms, any claims arising from
or relating in any way to his employment relationship with Company, the terms
and conditions of that employment relationship, and the termination of that
employment relationship, including, but not limited to, any claims arising under
the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. ss. 621
et seq., the Older Worker's Benefit Protection Act, 29 U.S.C. ss. 626(f)(1),
Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et
seq., the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Americans
with Disabilities Act, 42 U.S.C. ss. 12101-12213, the Rehabilitation Act, the
Family and Medical Leave Act of 1993 ("FMLA"), 29 U.S.C. ss. 2601 et seq., the
Fair Labor Standards Act, and any other claims under any federal, state or local
common law, statutory, or regulatory provision, now or hereafter recognized, and
any claims for attorneys' fees and costs, but not including such claims to
payments, benefits and other rights provided Executive under the Agreement and
any employee benefit plan of the Company in which Executive is a participant.
This Release is effective without regard to the legal nature of the claims
raised and without regard to whether any such claims are based upon tort,
equity, implied or express contract or discrimination of any sort. Except as
specifically provided herein, it is expressly understood and agreed that this
Release shall operate as a clear and unequivocal waiver by Executive of any
claim for accrued or unpaid wages, benefits or any other type of payment other
than as provided under the Agreement and any employee benefit plan of the
Company in which Executive is a participant. It is the intention of the parties
to make this release as broad and as general as the law permits as to the claims
released hereunder.


                                       22
<PAGE>

               2. Executive further agrees and recognizes that he has
permanently and irrevocably severed his employment relationship with the
Company, that he shall not seek employment with the Company or any affiliated
entity at any time in the future, and that the Company has no obligation to
employ him in the future.

               3. The parties agree and acknowledge that the Agreement, and the
settlement and termination of any asserted or unasserted claims against the
Releasees pursuant to the Agreement, are not and shall not be construed to be an
admission of any violation of any federal, state or local statute or regulation,
or of any duty owed by any of the Releasees to Executive.

               4. Executive certifies and acknowledges as follows:

               a. That he has read the terms of this Release, and that he
understands its terms and effects, including the fact that he has agreed to
RELEASE AND FOREVER DISCHARGE all Releasees from any legal action or other
liability of any type related in any way to the matters released pursuant to
this Release other than as provided in the Agreement and in this Release;

               b. That he has signed this Release voluntarily and knowingly in
exchange for the consideration described herein, which he acknowledges is
adequate and satisfactory to him and which he acknowledges is in addition to any
other benefits to which he is otherwise entitled;

               c. That he has been and is hereby advised in writing to consult
with an attorney prior to signing this Release;

               d. That he does not waive rights or claims that may arise after
the date this Release is executed;

               e. That he has been informed that he has the right to consider
this Release and Waiver of Claims for a period of 21 days from receipt, and he
has signed on the date indicated below after concluding that this Release and
Waiver of Claims is satisfactory to him; and

               f. That neither the Company, nor any of its directors, employees,
or attorneys, has made any representations to him concerning the terms or
effects of this Release and Waiver of Claims other than those contained herein.

               g. That he has not filed, and will not hereafter file, any claim
against the Company relating to his employment and/or cessation of employment
with the Company, or otherwise involving facts that occurred on or prior to the
date that Executive has signed this Release and Waiver of Claims, other than a
claim that the Company has failed to pay Executive the Severance Payments or
benefits due under any employee benefit plan of the Company in which Executive
is a participant.


                                       23
<PAGE>

               h. That if he commences, continues, joins in, or in any other
manner attempts to assert any claim released herein against the Company, or
otherwise violates the terms of this Release and Waiver of Claims, (i) the
Executive will cease to have any further rights to Severance Payments from the
Company, and (ii) the Executive shall be required to return any Severance
Payments made to the Executive by the Company (together with interest thereon).

               i. Executive acknowledges that he may later discover facts
different from or in addition to those which he knows or believes to be true
now, and he agrees that, in such event, this Release and Waiver of Claims shall
nevertheless remain effective in all respects, notwithstanding such different or
additional facts or the discovery of those facts.

               5. This Release and Waiver of Claims may not be introduced in any
legal or administrative proceeding, or other similar forum, except one
concerning a breach of this Release and Waiver of Claims.

               6. This Release and Waiver of Claims and the Agreement constitute
the complete understanding between Executive and the Company concerning the
subject matter hereof. No other promises or agreements will be binding unless
signed by Executive and the Company.

               7. In the event that any provision or portion of this Release and
Waiver of Claims shall be determined to be invalid or unenforceable for any
reason, the remaining provisions or portions of this Release and Waiver of
Claims shall be unaffected thereby and shall remain in full force and effect to
the fullest extent permitted by law.

               8. The respective rights and obligations of the parties hereunder
shall survive termination of this Release and Waiver of Claims to the extent
necessary for the intended preservation of such rights and obligations.

               9. This Release and Waiver of Claims shall be governed by and
construed and interpreted in accordance with the laws of the State of Delaware
without reference to the principles of conflict of law.

               10. Executive also understands that he has the right to revoke
this Release and Waiver of Claims within 7 days after execution, and that this
Release and Waiver of Claims will not become effective or enforceable until the
revocation period has expired, by giving written notice to the following:


                  Strategic Hotel Capital, Inc.
                  77 South Wacker Drive, Suite 4600
                  Chicago, Illinois 60601
                  Attention:  General Counsel
                  Facsimile No.:  (312) 658-5799


                                       24
<PAGE>

               IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties execute the foregoing Release and Waiver of Claims:


                                                 -------------------------------
                                                 Laurence S. Geller









                                       25