TERMINATION
                         OF AGREEMENT AND PLAN OF MERGER


         This Termination of Agreement and Plan of Merger (the "Termination") is
dated as of  September  21, 2001,  and entered into by and among FELCOR  LODGING
TRUST INCORPORATED,  a Maryland corporation  ("FelCor"),  FELCOR LODGING LIMITED
PARTNERSHIP,  a Delaware  limited  partnership  ("FelCor OP" and,  together with
FelCor,  the "FelCor Parties"),  MERISTAR  HOSPITALITY  CORPORATION,  a Maryland
corporation  ("MeriStar"),  MERISTAR HOSPITALITY OPERATING PARTNERSHIP,  L.P., a
Delaware limited  partnership  ("MeriStar OP" and,  together with MeriStar,  the
"MeriStar Parties"),  and FELCOR MERGESUB,  L.L.C., a Delaware limited liability
company ("FelCor Mergesub").

                                R E C I T A L S:

         A. The FelCor Parties and the MeriStar Parties have previously  entered
into that  certain  Agreement  and Plan of Merger  dated as of May 9,  2001,  as
amended by First  Amendment to  Agreement  and Plan of Merger dated as of August
16, 2001 (the "Merger Agreement").

         B. The FelCor  Parties and the MeriStar  Parties desire to agree to the
mutual termination of the Merger Agreement in the manner set forth herein.

         NOW,  THEREFORE,  the parties  hereto  hereby  agree and consent to the
termination of the Merger Agreement pursuant to Section 9.1(a) thereof effective
as of the date hereof.

         The MeriStar Parties  represent that the Board of Directors of MeriStar
has duly authorized the termination of the Merger Agreement.

         The FelCor Parties  represent that the Board of Directors of FelCor has
duly authorized the termination of the Merger Agreement.

         This termination  shall have the effects required by Section 9.3 of the
Merger Agreement.

         IN WITNESS WHEREOF, the FelCor Parties, the MeriStar Parties and FelCor
Mergesub have caused this Termination to be signed by their respective  officers
thereunto duly authorized all as of the date first written above.


ATTEST:                                  FELCOR LODGING TRUST INCORPORATED,
                                         a Maryland corporation


By:   /s/ Barbara Lacy                   By:   /s/ Thomas J. Corcoran, Jr.
    ------------------------------          ----------------------------------
                                            Name:    Thomas J. Corcoran, Jr.
                                            Title:   President


                                         FELCOR LODGING LIMITED PARTNERSHIP,
                                         a Delaware limited partnership

ATTEST:                                  By: FelCor Lodging Trust Incorporated,
                                             its general  partner


By:   /s/ Barbara Lacy                   By:   /s/ Thomas J. Corcoran, Jr
    ------------------------------          ------------------------------------
                                            Name: Thomas J. Corcoran, Jr.
                                            Title:   President


ATTEST:                                  MERISTAR HOSPITALITY CORPORATION,
                                         a Maryland corporation


By:   /s/ Christopher L. Bennett         By:   /s/ Paul W. Whetsell
    ------------------------------          ------------------------------------
                                            Name:    Paul W. Whetsell
                                            Title:   Chairman and Chief
                                                     Executive Officer


                                          MERISTAR HOSPITALITY OPERATING
                                          PARTNERSHIP, L.P., a Delaware limited
                                          partnership

ATTEST:                                   By:  MeriStar Hospitality Corporation,
                                               its general partner


By:    /s/ Christopher L. Bennett         By:      /s/ Paul W. Whetsell
    ------------------------------           -----------------------------------
                                             Name:    Paul W. Whetsell
                                             Title:   Chairman and Chief
                                                      Executive Officer



ATTEST:                                   FELCOR MERGESUB, L.L.C., a Delaware
                                          limited liability company


By:    /s/ Barbara Lacy                   By:      /s/ Thomas J. Corcoran, Jr.
    ------------------------------           -----------------------------------
                                             Name: Thomas J. Corcoran, Jr.
                                             Title:   President