FCH Felcor Lodging Trust Incorporated (delisted)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2007 Change in Control and Severance Agreement

On October 23, 2007, FelCor Lodging Trust Incorporated (the “Company”) entered into 2007 Change in Control and Severance Agreements (each, a “2007 Agreement”) with each of Rick Smith, Andy Welch, Mike DeNicola, Troy Pentecost, Jon Yellen and Tom Corcoran, as well as certain other employees of the Company. The 2007 Agreements replace the Amended and Restated Change in Control and Severance Agreements previously entered into with officers (each, a “Previous Agreement”), a form of which was filed with the Company’s Form 10-K for the fiscal year ended December 31, 2006. The 2007 Agreements are substantially similar to the Previous Agreements, which have been amended to comply with recent changes to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and to address certain economic changes approved by the Company’s board of directors. The 2007 Agreements contain modifications, among other things, to revise the definitions of “Good Reason” and “Disability” and to amend the process by which certain payments and benefits are paid, each with the purpose of conforming to the current provisions of Section 409A. In addition, the 2007 Agreements modify the method of calculating “Annual Compensation” to reflect current compensation for purposes of determining severance payments. Under the 2007 Agreements, with respect to each of Messrs. Smith, Welch, DeNicola, Pentecost, Yellen and Corcoran, upon the termination of his employment by the Company other than for Cause, Retirement or Disability (as each is defined in the 2007 Agreements) or by him for Good Reason (as defined in the 2007 Agreements), he would receive, among other benefits, a severance payment in an amount equaling 2.99 multiplied by his Annual Compensation.

The foregoing description of the 2007 Agreements is qualified in its entirety by reference to the full text of the form of 2007 Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.