EXHIBIT 10.18

                    ANNUAL COMPENSATION PROGRAM FOR DIRECTORS
                                       OF
                        FELCOR LODGING TRUST INCORPORATED

      On October 26, 2004, the Board of Directors adopted the following
compensation program for directors of FelCor Lodging Trust Incorporated (the
"Company") for their service, commencing in 2005:

      1. Annual Service: Each non-employee director will receive a number of
shares of common stock of the Company having a value equal to $35,000, except
that amount shall be $40,000 for members of the Audit Committee other than the
Chairman and $45,000 for the Chairman of the Audit Committee.

      2. Board of Director Meeting Participation: Each director not otherwise
being compensated by the Company will receive $1,000 for each Board of Director
meeting attended in person and $500 for each additional telephonic meeting in
which he or she participates, payable in common stock or cash, at each
director's election.

      3. Committee Compensation: If a member of the Audit Committee attends more
than five Audit Committee meetings during the year, he or she will receive
$1,000 for each additional meeting attended in person and $500 for each
additional telephonic meeting in which he or she participates. Members of the
Compensation, Corporate Governance and Executive Committees will receive $1,000
for each meeting of their respective committees attended by them in person and
$500 for each telephonic meeting of their respective committees attended
telephonically. All are payable either in common stock or cash, at each
director's election.

      4. Annual Equity Award: Each non-employee director will receive an annual
equity award equal to the lesser of (i) 2,000 shares of common stock or (ii) the
number of shares of common stock having a value equal to $20,000 for 2005,
$25,000 for 2006, $30,000 for 2007, $35,000 for 2008 and $40,000 for 2009 and
thereafter.

      All shares of common stock will be issued under one or more of the
Company's Restricted Stock and Stock Option Plans. The number of shares to be
issued will be calculated by dividing (i) the applicable dollar amount
(including amounts for which the director has elected to receive common stock),
by (ii) the closing price of the common stock on the date annual grants are
awarded, and rounded to the nearest whole lot of 100 shares.