STRATEGIC HOTELS & RESORTS, INC. SECOND AMENDED AND RESTATED 2004 INCENTIVE PLAN RICHARD J. MOREAU Election for Vested and Deferred Awards ______________________________

WHEREAS, THIS ELECTION (the “Election”) is made this 6th day of November, 2014, by Richard J. Moreau, as the undersigned participant in the above-referenced plan (the “Plan”) that is sponsored by Strategic Hotels & Resorts, Inc. (the “Corporation”). Terms below that begin with initial capital letters have the special meanings set forth in this Election.

WHEREAS, Section 5.4 of the Plan authorizes the Compensation Committee to permit select participants to elect to defer the receipt of shares of the Corporation’s common stock (the “Shares”) from the date of vesting of a Plan award until a specified future date or dates when unrestricted Shares will be delivered; and

WHEREAS, I have received the following awards (the “Designated Awards”) pursuant to the Plan; and I have previously made deferral elections (“Deferral Elections”) pursuant to which I elected to receive such Designated Awards on such date that is six (6) months post-termination of employment pursuant to Section 5.4 of the Plan:

WHEREAS, I now desire to convert the number of Shares included in the Designated Awards and as shown above (the “Surrendered RSU Shares”) into a cash-based account that has a future investment return determined by my elections; and

WHEREAS, I recognize and agree that the terms and conditions below do not affect the time of payment for the Designated Awards, and that my Deferral Elections referenced above shall remain in full force and effect for the purposes of determining when my Designated Awards are paid in cash to me.

NOW, THEREFORE, I hereby elect as follows, and the Corporation agrees to be bound by the terms of my elections herein effective immediately:

1.    Conversion of Designated Awards to Liability Accounts. Pursuant to this Election, I direct the Corporation to convert the total number of Surrendered RSU Shares designated in the table above into a cash-based liability account as of the first day (the “Conversion Date”) of the next window period during which I could, in accordance with the Corporation’s insider trading policy, sell Shares that I own in my personal capacity. Accordingly, and effective on the Conversion Date, I recognize and agree that I will forfeit all rights to the Surrendered RSU Shares, and in consideration thereof the Corporation shall promptly –

2.    Source of Benefits. I recognize and agree, on behalf of myself, and my beneficiaries, heirs, successors, and assigns, that –

3.    Taxes. By signing this Election, I acknowledge that I am be solely responsible for the satisfaction of any taxes that may arise from the Designated Awards and my recognition of income from them and my Cash Account (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Corporation nor any of its officers, directors, employees, or other service providers shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold me harmless from any or all of such taxes. The Corporation shall nevertheless have the discretion (i) to condition any issuance of Shares or payment of cash to me on my satisfaction of applicable employment and withholding taxes; and (ii) to unilaterally interpret this Election in any manner that (a) conforms with the requirements of Section 409A of the Code, (b) modifies or voids any election of mine to the extent it would violate Section 409A of the Code, and (c) for any distribution election that would violate Section 409A of the Code, defers distributions pursuant hereto until the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is duly elected by me.

4.    Effect of This Election. I recognize and agree that, except as specifically set forth above, nothing in this Election affects my Designated Awards and Deferral Elections, and that they shall otherwise remain in full force and effect.