0001193125-05-034668 Sample Contracts

Sunstone Hotel Investors, Inc. Restricted Stock Award Certificate
Restricted Stock Award Agreement • February 23rd, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels

This Certificate and the attached Restricted Stock Award Agreement confirm the grant under the Sunstone Hotel Investors, Inc. 2004 Long-Term Incentive Plan to the above-named Grantee of the amount of Restricted Stock set forth above. This Certificate merely evidences such grant and does not constitute property of any nature or type or confer any additional rights. This grant is subject in all respects to the applicable terms of the Plan and the Restricted Stock Award Agreement attached hereto, which are incorporated by reference in this Certificate. A copy of the Plan may be obtained at no cost by contacting the Corporate Secretary.

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SUNSTONE HOTEL INVESTORS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 23rd, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • California

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into as of the Grant Date indicated in the Award Certificate by and between you (the “Grantee”) and Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), pursuant to the Company’s 2004 Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan. The “Award Certificate” means the award certificate delivered separately to you which sets forth certain terms of this Agreement and which is incorporated by reference as part of this Agreement.

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