Interstate Hotels Corp ▼

EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as of February 12, 2002, made and entered into by and between Interstate Hotels Corporation, a Maryland corporation (the "Company"), and Thomas F. Hewitt (the "Executive"), hereby amends and restates the employment agreement between the Company and the Executive, dated as of August 31, 2000 and effective as of October 20, 2000 (the "Old Agreement"), effective as of the date hereof (the "Effective Date").

RECITALS

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                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as
of August 31, 2000 and effective as of the Closing Date (as defined below), is
made and entered into by and between Interstate Hotels Corporation, a Maryland
corporation (the "Company"), and Kevin P. Kilkeary (the "Executive") hereby
amends and restates the employment agreement between the Company and the
Executive dated as of June 18, 1999 (the "Old Agreement").

                                    RECITALS

      . . .

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as
of August 31, 2000, made and entered into by and between Interstate Hotels
Corporation, a Maryland corporation (the "Company"), and Thomas F. Hewitt (the
"Executive"), hereby amends and restates the employment agreement between the
Company and the Executive, dated as of March 1, 1999 (the "Old Agreement"),
effective as of the Closing Date (as defined below).

                                    RECITALS

          . . .

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as
of August 31, 2000, made and entered into by and between Interstate Hotels
Corporation, a Maryland corporation (the "Company"), and Thomas F. Hewitt (the
"Executive"), hereby amends and restates the employment agreement between the
Company and the Executive, dated as of March 1, 1999 (the "Old Agreement"),
effective as of the Closing Date (as defined below).

                                    RECITALS

          . . .

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as
of August 31, 2000, and effective as of the Closing Date (as defined below), is
made and entered into by and between Interstate Hotels Corporation, a Maryland
corporation (the "Company"), and J. William Richardson (the "Executive") hereby
amends and restates the employment agreement between the Company and the
Executive dated as of June 18, 1999 (the "Old Agreement").

                                     . . .

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as
of August 31, 2000 and effective as of the Closing Date (as defined below), is
made and entered into by and between Interstate Hotels Corporation, a Maryland
corporation (the "Company"), and Kevin P. Kilkeary (the "Executive") hereby
amends and restates the employment agreement between the Company and the
Executive dated as of June 18, 1999 (the "Old Agreement").

                                    RECITALS

      . . .

                              LETTER OF TRANSMITTAL

                    TO TENDER SHARES OF CLASS A COMMON STOCK
           (Including the Associated Preferred Stock Purchase Rights)

                                       of

                          INTERSTATE HOTELS CORPORATION

                       PURSUANT TO THE OFFER TO PURCHASE,
                               DATED APRIL 3, 2002

                                       by

                     SHANER HOTEL GROUP LIMITED PARTNERSHIP

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     . . .

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement, dated as of [____ __], 2000 (this
"Agreement"), by and between Interstate Hotels Corporation, a Maryland
corporation (the "Company"), on the one hand, and CGLH Partners I LP, a Delaware
limited partnership and CGLH Partners II LP, a Delaware limited partnership
(CGLH Partners I LP and CGLH Partners II LP, together, the "Shareholder"), on
the other hand.

                              W I T N E S S E T H:

         WHEREAS, concurrently herewith, the Company  . . .

                             STOCKHOLDERS AGREEMENT

         THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT"), dated as of August 31,
2000, by and among Thomas F. Hewitt, J. William Richardson and Kevin P. Kilkeary
(each a "STOCKHOLDER" and together the "STOCKHOLDERS") and CGLH Partners I LP
and CGLH Partners II LP, each a Delaware limited partnership (together the
"INVESTOR").

                                   WITNESSETH

         WHEREAS, contemporaneously with the execution hereof, Interstate Hotels
Corporation, a Maryland corporation (the  . . .