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EXHIBIT 99.2
MERISTAR HOSPITALITY CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 26, 2001
AT THE CONFERENCE ROOMS ON THE CONCOURSE LEVEL AT
PAUL, WEISS, RIFKIND, WHARTON & GARRISON, LOCATED AT
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
LOCAL TIME AT 10:00 A.M.
The undersigned stockholder of MeriStar Hospitality Corporation, a Maryland corporation ("MeriStar"), hereby appoints Paul W.
Whetsell and Christopher L. Bennett, and each of them, with full power of substitution, as proxies to attend the special meeting of
stockholders of MeriStar to be held September 26, 2001, and at any adjournment or postponement of the special meeting, to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast at the special meeting and otherwise to represent the
undersigned at the special meeting, with all powers the undersigned would possess if personally present.
The Board of Directors recommends that you vote FOR the following proposals:
1. To approve and adopt the agreement and plan of merger dated as of May 9, 2001, as amended, among MeriStar, MeriStar Hospitality
Operating Partnership, L.P., FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership and the merger of
MeriStar with and into FelCor. Upon completion of the merger, FelCor will be the surviving corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact any other business as may properly come before the special meeting or any adjournment or postponement of the
special meeting in the discretion of the proxy holders.
THE BOARD OF DIRECTORS OF MERISTAR HOSPITALITY CORPORATION
RECOMMENDS A VOTE FOR THE PROPOSALS.
The votes entitled to be cast by the undersigned will be cast as instructed above. If this proxy is executed but no instruction
is given, the votes entitled to be cast by the undersigned will be cast FOR approval of proposal one and at the discretion of the
proxy holders as to any other matter that may properly come before the special meeting or any adjournment or postponement of the
special meeting.
The undersigned hereby acknowledges notification of the special meeting and receipt of the proxy statement relating to the
special meeting.
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[ ] CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON.
Dated: , 2001
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Please sign exactly as name appears at left. When shares
are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or
guardian, please indicate the capacity in which you are
signing. If a corporation, please sign in full corporate
name by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
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Signature
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Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND
MATTERS SET FORTH HEREIN WERE PROPOSED BY MERISTAR. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS.
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