0001193125-08-237955 Sample Contracts

STRATEGIC HOTELS & RESORTS, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent RIGHTS AGREEMENT Dated as of November 14, 2008
Rights Agreement • November 18th, 2008 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2008, is made between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

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FORM OF AGREEMENT
Form Of Agreement • November 18th, 2008 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Illinois

This AGREEMENT (“Agreement”) dated as of the day of November, 2008 (“Effective Date”) by and among Strategic Hotels & Resorts, Inc. (“SHR”), Strategic Hotel Funding, L.L.C. (“Employer”) (SHR and Employer, individually or collectively, “Company”) and (“Executive”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 18th, 2008 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of November 14, 2008, by and among James E. Mead (the “Executive”) and Strategic Hotels & Resorts, Inc. a Maryland corporation (“SHRI”) and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (together with SHRI, the “Company”).

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