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                                                                     EXHIBIT 3.5

                          HOSPITALITY PROPERTIES TRUST
                             ARTICLES SUPPLEMENTARY
             8.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
                                without par value

     HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (the
"Trust"), having its principal office in Newton, Massachusetts, hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Trustees by Section
5.1 of the Amended and Restated Declaration of Trust of the Trust, dated August
21, 1995, as amended and supplemented (the "Declaration"), the Trustees have
duly classified and designated 3,450,000 Preferred Shares of the Trust as 8.875%
Series B Cumulative Redeemable Preferred Shares, without par value, of the Trust
("Series B Preferred Shares").

     SECOND: The preferences, rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms or conditions
of redemption of the Series B Preferred Shares are as follows, which upon any
restatement of the Declaration shall be made part of Article V of the
Declaration, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof. Capitalized terms used in this
ARTICLE SECOND which are defined in the Declaration and not otherwise defined
herein are used herein as so defined in the Declaration.

8.875% Series B Cumulative Redeemable Preferred Shares, without par value

     1.   Designation and Number. A series of Preferred Shares, designated the
8.875% Series B Cumulative Redeemable Preferred Shares, without par value (the
"Series B Preferred Shares"), is hereby established. The number of authorized
Series B Preferred Shares is 3,450,000.

     2.   Relative Seniority. In respect of rights to receive dividends and to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, the Series B Preferred Shares shall rank
(i) senior to the Common Shares, the Junior Participating Preferred Shares and
any other class or series of Shares of the Trust, the terms of which
specifically provide that such class or series ranks, as to rights to receive
dividends and to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Trust, junior to the Series B
Preferred Shares (the Shares described in this clause (i) being, collectively,
"Junior Shares"), (ii) on a parity with the 9 1/2% Series A Cumulative
Redeemable Preferred Shares, without par value (the "Series A Preferred
Shares"), and any other class or series of Shares of the Trust, the terms of
which specifically provide that such class or series ranks, as to rights to
receive dividends and to participate in distributions or payments in the event
of any liquidation, dissolution or winding up of the Trust, on a parity with the
Series B Preferred Shares, and (iii) junior to any class or series of Shares of
the Trust, the terms of which specifically provide that such class or series
ranks, as to rights to receive dividends and to participate in distributions or
payments in the event of any liquidation, dissolution or winding up

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of the Trust, senior to the Series B Preferred Shares. For the avoidance of
doubt, debt securities of the Trust which are convertible into or exchangeable
for Shares of the Trust or any other debt securities of the Trust do not
constitute a class or series of Shares for purposes of this Section 2.

     3.   Dividends and Distributions.

               (a)  Subject to the preferential rights of the holders of any
class or series of Shares of the Trust ranking senior to the Series B Preferred
Shares as to dividends, the holders of the then outstanding Series B Preferred
Shares shall be entitled to receive, when and as authorized by the Trustees and
declared by the Trust, out of any funds legally available therefor, cumulative
dividends at a rate of eight and seven-eighths percent 8.875% per annum of the
Twenty-five Dollars ($25.00) per share liquidation preference of the Series B
Preferred Shares (equivalent to the annual rate of $2.21875 per share). Such
dividends shall accrue and be cumulative from (but excluding) December 10, 2002
(the "Original Issue Date") in the case of Series B Preferred Shares issued on
or prior to January 9, 2003, and otherwise from (but excluding) the date of the
original issuance thereof, and will be payable quarterly in arrears in cash on
the fifteenth day of each January, April, July and October beginning on April
15, 2003 (each such day being hereinafter called a "Quarterly Dividend Date");
provided that if any Quarterly Dividend Date is not a Business Day (as
hereinafter defined), then the dividend which would otherwise have been payable
on such Quarterly Dividend Date may be paid on the next succeeding Business Day
with the same force and effect as if paid on such Quarterly Dividend Date, and
no interest or additional dividends or other sums shall accrue on the amount so
payable from such Quarterly Dividend Date to such next succeeding Business Day.
As used herein the term "Dividend Period" for Series B Preferred Shares means
the period from but excluding the Original Issue Date or other date of the
original issuance thereof, as applicable, and ending on and including the next
following Quarterly Dividend Date, and each subsequent period from but excluding
a Quarterly Dividend Date and ending on and including the next following
Quarterly Dividend Date. The amount of any dividend payable for any full
Dividend Period or portion thereof shall be computed on the basis of a 360-day
year consisting of twelve 30-day months (it being understood that the first
Dividend Period is shorter than a full Dividend Period). Dividends shall be
payable to holders of record as they appear in the share records of the Trust at
the close of business on the applicable record date (the "Record Date"), which
shall be a date designated by the Trustees for the payment of dividends that is
not more than 60 nor less than 10 days prior to the applicable Quarterly
Dividend Date.

               (b)  Dividends on the Series B Preferred Shares shall accrue and
be cumulative, whether or not (i) the Trust has earnings, (ii) there are funds
legally available for the payment of such dividends or (iii) such dividends have
been declared.

               (c)  If Series B Preferred Shares are outstanding, no full
dividends shall be declared or paid or set apart for payment on any other class
or series of Shares of the Trust ranking, as to dividends, on a parity with the
Series B Preferred Shares for any period, unless the full cumulative dividends
on the Series B Preferred Shares have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past Dividend Periods. When dividends are not paid in full (or a
sum sufficient for such full payment is not so set apart) upon the Series B
Preferred Shares and the Shares of any other class or series ranking on a parity
as to dividends with the Series B Preferred Shares, all

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dividends declared upon Series B Preferred Shares and any such other class or
series of Shares shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series B Preferred Shares and such other
class or series of Shares (which shall not include any accumulation in respect
of unpaid dividends for prior dividend periods if such other class or series
does not have a cumulative dividend) bear to each other.

               (d)  Except as provided in Section 3(c) above, unless full
cumulative dividends on the Series B Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
repayment thereof set apart for payment for all past Dividend Periods and the
then current Dividend Period, no dividends (other than in Common Shares or other
Junior Shares or options, warrants or rights to subscribe for or purchase Common
Shares or other Junior Shares) shall be declared or paid or set apart for
payment and no other distribution shall be declared or made upon the Common
Shares or any other Shares ranking junior to the Series B Preferred Shares as to
rights to receive dividends or to participate in distributions or payments in
the event of any liquidation, dissolution or winding up of the Trust, nor shall
any Common Shares or any other such Shares be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any such Shares) by the Trust except (i) by
conversion into or exchange for Common Shares or other Junior Shares, (ii)
pursuant to pro rata offers to purchase or a concurrent redemption of all, or a
pro rata portion of, the outstanding Series B Preferred Shares and any other
class or series of Shares ranking on a parity with Series B Preferred Shares as
to rights to receive dividends and to participate in distributions or payments
in the event of any liquidation, dissolution or winding up of the Trust, (iii)
by redemption, purchase or other acquisition of Common Shares made for purposes
of an incentive, benefit or share purchase plan of the Trust or any of its
subsidiaries for officers, Trustees or employees or others performing or
providing similar services, (iv) by redemption, purchase or other acquisition of
rights to purchase Junior Participating Preferred Shares pursuant to the Rights
Agreement, dated as of May 30, 1997, between the Trust and State Street Bank and
Trust Company, as rights agent, or pursuant to any replacement agreement
therefor relating to such rights, each as in effect from time to time, or of any
similar rights from time to time issued by the Trust in connection with a
successor or supplemental shareholder rights protection plan adopted by the
Trustees, and (v) for redemptions, purchases or other acquisitions by the Trust,
whether pursuant to any provision of the Declaration or otherwise, for the
purpose of preserving the Trust's status as a real estate investment trust (a
"REIT") for federal income tax purposes.

               (e)  No interest, or sum of money in lieu thereof, shall be
payable in respect of any dividend payment or payments on Series B Preferred
Shares which may be in arrears, and the holders of Series B Preferred Shares are
not entitled to any dividends, whether payable in cash, securities or other
property, in excess of the full cumulative dividends described in this Section
3. Except as otherwise expressly provided herein, the Series B Preferred Shares
shall not be entitled to participate in the earnings or assets of the Trust.

               (f)  Any dividend payment made on the Series B Preferred Shares
shall be first credited against the earliest accrued but unpaid dividend due
with respect to such Shares which remains payable. Any cash dividends paid in
respect of Series B Preferred Shares, including any portion thereof which the
Trust elects to designate as "capital gain dividends" (as defined in

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Section 857 (or any successor provision) of the Internal Revenue Code) or as a
return of capital, shall be credited to the cumulative dividends on the Series B
Preferred Shares.

               (g)  No dividends on the Series B Preferred Shares shall be
authorized by the Trustees or be paid or set apart for payment by the Trust at
such time as the terms and provisions of any agreement of the Trust, including
any agreement relating to its indebtedness, directly or indirectly prohibit
authorization, payment or setting apart for payment or provide that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

               (h)  The Trust shall remain entitled to receive and retain any
interest or other earnings on any money set aside for the payment of dividends
on Series B Preferred Shares and holders thereof shall have no claim to such
interest or other earnings. Any funds for the payment of dividends on Series B
Preferred Shares which have been set apart by the Trust and which remain
unclaimed by the holders of the Series B Preferred Shares entitled thereto on
the first anniversary of the applicable Quarterly Dividend Date, or other
dividend payment date, shall revert and be repaid to the general funds of the
Trust, and thereafter the holders of the Series B Preferred Shares entitled to
the funds which have reverted or been repaid to the Trust shall look only to the
general funds of the Trust for payment, without interest or other earnings
thereon.

               (i)  "Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in New York, New York or Boston, Massachusetts are authorized or required by
law, regulation or executive order to close.

     4.   Liquidation Rights.

               (a)  Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Trust, before any distribution or payment shall be made to
the holders of any Common Shares or any other Shares ranking junior to the
Series B Preferred Shares as to rights to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Trust, but subject to the preferential rights of holders of any class or series
of Shares ranking senior to the Series B Preferred Shares as to rights to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, the holders of Series B Preferred Shares
shall be entitled to receive, out of assets of the Trust legally available for
distribution to shareholders, liquidating distributions in cash or property at
its fair market value as determined by the Trustees in the amount of Twenty-five
Dollars ($25.00) per Series B Preferred Share, plus an amount equal to all
dividends accrued and unpaid thereon.

               (b)  After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series B Preferred
Shares will have no right or claim to any of the remaining assets of the Trust.

               (c)  In the event that upon any voluntary or involuntary
liquidation, dissolution or winding up of the Trust, the available assets of the
Trust are insufficient to pay the full amount of the liquidating distributions
on all outstanding Series B Preferred Shares and the full amounts payable as
liquidating distributions on all Shares of other classes or series of Shares of
the Trust

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ranking on a parity with the Series B Preferred Shares as to rights to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, then the holders of the Series B
Preferred Shares and all other such classes or series of Shares shall share
ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

               (d)  For purposes of this Section 4, neither the sale, lease,
transfer or conveyance of all or substantially all of the property or business
of the Trust, nor the merger or consolidation of the Trust into or with any
other entity or the merger or consolidation of any other entity into or with the
Trust or a statutory share exchange by the Trust, shall be deemed to be a
dissolution, liquidation or winding up of the Trust.

               (e)  In determining whether a distribution (other than upon
voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of Shares or otherwise, is permitted under Maryland law, amounts
that would be needed, if the Trust were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of the holders
of Series B Preferred Shares will not be added to the Trust's total liabilities.

     5.   Redemption by the Trust.

               (a)  Optional Redemption. The Series B Preferred Shares are not
redeemable prior to December 10, 2007 except as otherwise provided in Section
5(b) below. On and after December 10, 2007, the Trust may, at its option, redeem
Series B Preferred Shares in whole or from time to time in part, for cash at a
redemption price per share of Twenty-five Dollars ($25.00), together with all
accrued and unpaid dividends to the date fixed for redemption, except as
otherwise provided in Section 5(c)(vi) below, and without interest (the "Series
B Redemption Price"). Each date fixed for redemption of Series B Preferred
Shares pursuant to this Section 5(a) or to Section 5(b) below is referred to in
these provisions of the Series B Preferred Shares as a "Series B Redemption
Date." The Series B Preferred Shares have no stated maturity and are not subject
to any sinking fund or mandatory redemption. Any redemption of Series B
Preferred Shares pursuant to this Section 5(a) shall be made in accordance with
the applicable provisions of Section 5(c) below.

               (b)  Special Optional Redemption. The Trust may, at its option,
redeem at any time all or from time to time any Series B Preferred Shares which
constitute Excess Series B Preferred Shares (as defined in Section 9 below) for
cash at a redemption price per share equal to the Series B Redemption Price,
subject, with respect to the portion of the Series B Redemption Price
constituting accrued and unpaid dividends to the date fixed for redemption, to
the provisions of the second paragraph of subsection (c) of Section 5.14 of the
Declaration and to Section 5(c)(vi) below, and without interest. The Trust's
right to redeem Excess Series B Preferred Shares shall be in addition to, and
shall not limit, its rights with respect to such Series B Preferred Shares set
forth in Section 9 below or in Section 5.14 of the Declaration. Any redemption
of Series B Preferred Shares pursuant to this Section 5(b) shall be made in
accordance with the applicable provisions of Section 5(c) below.

               (c)  Procedures and Terms for Redemption.

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                    (i)    Notice of redemption will be mailed at least 30 days
     but not more than 60 days before the Series B Redemption Date to each
     holder of record of Series B Preferred Shares to be redeemed at the address
     shown on the share transfer books of the Trust; provided that if the Trust
     shall have reasonably concluded, based on advice of independent tax counsel
     experienced in such matters, that a redemption pursuant to Section 5(b)
     must be made on a date (the "Special Redemption Date") which is earlier
     than 30 days after the date of such mailing in order to preserve the status
     of the Trust as a REIT for federal income tax purposes or to comply with
     federal tax laws relating to the Trust's qualification as a REIT, then the
     Trust may give such shorter notice as is necessary to effect such
     redemption on the Special Redemption Date. Each notice of redemption shall
     state: (A) the applicable Series B Redemption Date; (B) the number of
     Series B Preferred Shares to be redeemed; (C) the applicable Series B
     Redemption Price; (D) the place or places where certificates for such
     Series B Preferred Shares are to be surrendered for payment of the Series B
     Redemption Price; and (E) that dividends on the Series B Preferred Shares
     to be redeemed will cease to accrue on such Series B Redemption Date. If
     fewer than all the Series B Preferred Shares are to be redeemed, the notice
     mailed to each such holder thereof shall also specify the number of Series
     B Preferred Shares to be redeemed from each such holder or the method for
     calculating that number. No failure to give such notice or any defect
     therein or in the mailing thereof shall affect the validity of the
     proceedings for the redemption of any Series B Preferred Shares except as
     to the holder to whom the Trust has failed to give notice or to whom notice
     was defective.

                    (ii)   If notice of redemption of Series B Preferred Shares
     has been mailed in accordance with Section 5(c)(i) above and if the funds
     necessary for such redemption have been set aside by the Trust in trust for
     the benefit of the holders of the Series B Preferred Shares so called for
     redemption, subject to the provisions of Section 5(c)(v) below, then from
     and after the Series B Redemption Date specified in the notice, dividends
     will cease to accumulate, and such Shares shall no longer be deemed to be
     outstanding and shall not have the status of Series B Preferred Shares and
     all rights of the holders thereof as shareholders of the Trust (except the
     right to receive the Series B Redemption Price) shall terminate.

                    (iii)  Upon surrender, in accordance with the Trust's notice
     of redemption, of the certificates for any Series B Preferred Shares
     redeemed (properly endorsed or assigned for transfer and with applicable
     signature guarantees, if the Trust shall so require and the notice shall so
     state), the Series B Preferred Shares shall be redeemed by the Trust at the
     Series B Redemption Price. In case fewer than all the Series B Preferred
     Shares evidenced by any such certificate are redeemed, a new certificate or
     certificates shall be issued evidencing the unredeemed Series B Preferred
     Shares without cost to the holder thereof.

                    (iv)   If fewer than all of the outstanding Series B
     Preferred Shares are to be redeemed, the number of Series B Preferred
     Shares to be redeemed will be determined by the Trust and such Shares may
     be redeemed pro rata from the holders of record of such Shares in
     proportion to the number of such Shares held by such holders (with

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     adjustments to avoid redemption of fractional Shares), by lot or
     by any other equitable method determined by the Trust.

                    (v)    Any funds for the redemption of Series B Preferred
     Shares which have been set aside by the Trust pursuant to Section 5(c)(ii)
     above, shall be irrevocably set aside separate and apart from the Trust's
     other funds in trust for the pro rata benefit of the holders of the Series
     B Preferred Shares called for redemption, except that:

               (A)  the Trust shall be entitled to receive any interest or other
                    earnings, if any, earned on any money so set aside in trust,
                    and the holders of any Shares redeemed shall have no claim
                    to such interest or other earnings; and

               (B)  any balance of monies deposited by the Trust and unclaimed
                    by the holders of the Series B Preferred Shares entitled
                    thereto at the expiration of one year from the applicable
                    Series B Redemption Date shall be repaid, together with any
                    interest or other earnings earned thereon, to the general
                    funds of the Trust, and after any such repayment, the
                    holders of the Shares entitled to the funds which have been
                    repaid to the Trust shall look only to the general funds of
                    the Trust for payment without interest or other earnings
                    thereon.

                    (vi)   Anything in these provisions of the Series B
     Preferred Shares to the contrary notwithstanding, the holders of record of
     Series B Preferred Shares at the close of business on a Record Date will be
     entitled to receive the dividend payable with respect to such Shares on the
     corresponding Quarterly Dividend Date notwithstanding the redemption of
     such Shares after such Record Date and on or prior to such Quarterly
     Dividend Date or the Trust's default in the payment of the dividend due on
     such Quarterly Dividend Date, in which case the amount payable upon
     redemption of such Series B Preferred Shares will not include such dividend
     (and the full amount of the dividend payable for the applicable Dividend
     Period shall instead be paid on such Quarterly Dividend Date to the holders
     of record on such Record Date as aforesaid). Except as provided in this
     clause (vi) and except to the extent that accrued and unpaid dividends are
     payable as a part of the Series B Redemption Price pursuant to Section 5(a)
     or 5(b), the Trust will make no payment or allowance for unpaid dividends,
     regardless of whether or not in arrears, on Series B Preferred Shares
     called for redemption.

                    (vii)  Notwithstanding the foregoing, unless the full
     cumulative dividends on all Series B Preferred Shares shall have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for payment for all past Dividend Periods
     and the then current Dividend Period, no Series B Preferred Shares shall be
     redeemed unless all outstanding Series B Preferred Shares are
     simultaneously redeemed; provided, however, that (i) the foregoing shall
     not prevent the redemption of Series B Preferred Shares pursuant to Section
     5(b) above or the purchase or acquisition of Series B Preferred Shares
     pursuant to a purchase or exchange offer made on the same terms to holders
     of all outstanding Series B Preferred Shares, and (ii) the foregoing shall
     not in any respect limit the terms and provisions of Section 5.14 of the
     Declaration or Section 9 hereof. In addition, unless the full cumulative
     dividends on all

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     outstanding Series B Preferred Shares have been or contemporaneously are
     declared and paid or declared and a sum sufficient for the payment thereof
     set apart for payment for all past Dividend Periods and the then current
     Dividend Period, the Trust shall not purchase or otherwise acquire directly
     or indirectly any Series B Preferred Shares (except by conversion into or
     exchange for Common Shares or other Junior Shares); provided, however, that
     (i) the foregoing shall not prevent the redemption of Series B Preferred
     Shares pursuant to Section 5(b) above or the purchase or acquisition of
     Series B Preferred Shares pursuant to a purchase or exchange offer made on
     the same terms to holders of all outstanding Series B Preferred Shares, and
     (ii) the foregoing shall not in any respect limit the terms and provisions
     of Section 5.14 of the Declaration or Section 9 hereof.

                    (viii) For the avoidance of doubt, the provisions of this
     Section 5 shall not limit any direct or indirect purchase or acquisition by
     the Trust of all or any Series B Preferred Shares on the open market
     (including in privately negotiated transactions), except as otherwise
     expressly provided in Section 5(c)(vii) above.

     6.   Voting Rights. Notwithstanding anything to the contrary contained in
the Declaration, except as set forth below in this Section 6, the holders of the
Series B Preferred Shares shall not be entitled to vote at any meeting of the
shareholders for election of Trustees or for any other purpose or otherwise to
participate in any action taken by the Trust or the shareholders thereof, or to
receive notice of any meeting of shareholders (except for such notices as may be
expressly required by law).

               (a)  At any time dividends on the Series B Preferred Shares shall
be in arrears for six or more quarterly periods, whether or not the quarterly
periods are consecutive, the holders of Series B Preferred Shares (voting
separately as a class with all other series of Preferred Shares of the Trust
upon which like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of two additional Trustees of the Trust at the
next annual meeting of shareholders and for those or other replacement Trustees
at each subsequent meeting (and the number of Trustees then constituting the
Board of Trustees will automatically increase by two, if not already increased
by two by reason of the election of Trustees by the holders of such Preferred
Shares), until all dividends accumulated on Series B Preferred Shares for the
past Dividend Periods and the then current Dividend Period shall have been fully
paid or declared and a sum sufficient for the payment thereof set apart for
payment. For the avoidance of doubt, and by means of example, in the event
dividends on the Series B Preferred Shares and the Series A Preferred Shares
shall both be in arrears for six or more quarterly periods, the holders of
Series B Preferred Shares and Series A Preferred Shares (and the holders of all
other series of Preferred Shares of the Trust upon which like voting rights have
been conferred and are exercisable) shall be entitled to vote for the election
of two additional Trustees in the aggregate, not four or more additional
Trustees.

                    (i)    Upon the full payment of all such dividends
     accumulated on Series B Preferred Shares for the past Dividend Periods and
     the then current Dividend Period or the declaration in full thereof and the
     Trust's setting aside a sum sufficient for the payment thereof, the right
     of the holders of Series B Preferred Shares to elect such two Trustees
     shall cease, and (unless there are one or more other series of Preferred
     Shares of the Trust upon which like voting rights have been conferred and
     are exercisable) the term

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     of office of such Trustees previously so elected shall automatically
     terminate and the authorized number of Trustees of the Trust will thereupon
     automatically return to the number of authorized Trustees otherwise in
     effect, but subject always to the same provisions for the reinstatement and
     divestment of the right to elect two additional Trustees in the case of any
     such future dividend arrearage.

                    (ii)   If at any time when the voting rights conferred upon
     the Series B Preferred Shares pursuant to this Section 6(a) are exercisable
     any vacancy in the office of a Trustee elected pursuant to this Section
     6(a) shall occur, then such vacancy may be filled only by the written
     consent of the remaining such Trustee or by vote of the holders of record
     of the outstanding Series B Preferred Shares and any other series of
     Preferred Shares of the Trust upon which like voting rights have been
     conferred and are exercisable and which are entitled to vote as a class
     with the Series B Preferred Shares in the election of Trustees pursuant to
     this Section 6(a).

                    (iii)  Any Trustee elected or appointed pursuant to this
     Section 6(a) may be removed only by the holders of the outstanding Series B
     Preferred Shares and any other series of Preferred Shares of the Trust upon
     which like voting rights have been conferred and are exercisable and which
     are entitled to vote as a class with the Series B Preferred Shares in the
     election of Trustees pursuant to this Section 6(a), and may not be removed
     by the holders of the Common Shares.

                    (iv)   The term of any Trustees elected or appointed
     pursuant to this Section 6(a) shall be from the date of such election or
     appointment and their qualification until the next annual meeting of the
     shareholders and until their successors are duly elected and qualify,
     except as otherwise provided above in this Section 6(a).

               (b)  So long as any Series B Preferred Shares remain outstanding,
the Trust shall not, without the affirmative vote or consent of the holders of
at least two-thirds of the Series B Preferred Shares outstanding at the time,
given in person or by proxy, either in writing or at a meeting (the holders of
Series B Preferred Shares voting separately as a class), (i) authorize or
create, or increase the authorized or issued amount of, any class or series of
Shares ranking senior to the Series B Preferred Shares with respect to payment
of dividends or the distribution of assets upon liquidation, dissolution or
winding up of the Trust, or reclassify any authorized Shares of the Trust into
any such Shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such Shares; or (ii)
amend, alter or repeal the provisions of the Declaration or the terms of the
Series B Preferred Shares, whether by merger, consolidation or otherwise, so as
to materially and adversely affect any right, preference, privilege or voting
power of the Series B Preferred Shares; provided, however, that any increase in
the amount of authorized Preferred Shares, any issuance of or increase in the
amount of Series B Preferred Shares or any creation or issuance of or increase
in the amount of authorized shares of any class or series of Preferred Shares
which rank on a parity with the Series B Preferred Shares with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the Trust or which are Junior Shares shall not be deemed to
materially and adversely affect the rights, preferences, privileges or voting
powers of the Series B Preferred Shares.

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               (c)  The voting provisions set forth in clauses (a) and (b) above
will not apply if, at or prior to the time when the act with respect to which a
vote would otherwise be required shall be effected, all outstanding Series B
Preferred Shares shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust pursuant to the provisions
of Sections 5(c)(ii) and 5(c)(v) hereof to effect the redemption.

               (d)  On each matter submitted to a vote of the holders of Series
B Preferred Shares or on which the holders of Series B Preferred Shares are
otherwise entitled to vote as provided herein, each Series B Preferred Share
shall be entitled to one vote, except that when Shares of any other class or
series of Preferred Shares of the Trust have the right to vote with the Series B
Preferred Shares as a single class on any matter, the Series B Preferred Shares
and the Shares of each such other class or series will have one vote for each
Twenty-five Dollars ($25.00) of liquidation preference.

     7.   Conversion.  The Series B Preferred Shares are not convertible into
or  exchangeable  for any  other  property  or  securities  of the  Trust.  This
provision  will not prevent the Trust from  offering to convert or exchange  the
Series B Preferred Shares.

     8.   Status of Redeemed and Reacquired Series B Preferred Shares. In the
event any Series B Preferred Shares shall be redeemed pursuant to Section 5
hereof or otherwise reacquired by the Trust, the Shares so redeemed or
reacquired shall become authorized but unissued Series B Preferred Shares,
available for future issuance and reclassification by the Trust or, if so
determined by the Trustees, may be retired and canceled by the Trust.

     9.   Restrictions on Transfer.

               (a)  As a condition to the transfer (including, without
limitation, any sale, transfer, gift, assignment, devise or other disposition of
Series B Preferred Shares, whether voluntary or involuntary, whether
beneficially or of record, and whether effected constructively, by operation of
law or otherwise) and/or registration of transfer of any Series B Preferred
Shares ("Excess Series B Preferred Shares") which could in the opinion of the
Trustees result in

                    (i)    direct or indirect ownership (as defined in
Section 5.14 of the Declaration) of Series B Preferred Shares representing more
than 9.8% in number, value or voting power of the total Series B Preferred
Shares outstanding becoming concentrated in the hands of one owner other than an
Excepted Person (as such term is defined in the Declaration),

                    (ii)   the outstanding Series B Preferred Shares of the
     Trust being owned by fewer than one hundred twenty (120) persons, or

                    (iii)  the Trust being "closely held" within the meaning of
     Section 856(h) of the Internal Revenue Code,

such potential owner (a "Proposed Transferee") shall file with the Trust the
statement or affidavit described in Section 5.14(b) of the Declaration no later
than the fifteenth (15th) day prior to any proposed transfer, registration of
transfer or transaction which, if consummated, would have any of the results set
forth above; provided, however, that the Trustees may waive such requirement

                                      -10-
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of prior notice upon determination that such waiver is in the best interests of
the Trust. Subject to Section 5.14(i) of the Declaration, the Trustees shall
have the power and right (i) to refuse to transfer or issue Excess Series B
Preferred Shares or share certificates to any Proposed Transferee whose
acquisition of such Excess Series B Preferred Shares would, in the opinion of
the Trustees, result in the direct or indirect beneficial ownership of any
Excess Series B Preferred Shares by a Person other than an Excepted Person and
(ii) to treat such Excess Series B Preferred Shares as having been transferred
not to the Proposed Transferee but rather to a trustee for the benefit of one or
more Charitable Beneficiaries (as defined in the Declaration) selected and
otherwise as described in Section 5.14(c) of the Declaration. Any such trust
shall be deemed to have been established by the holder of such Excess Series B
Preferred Shares for the benefit of the applicable Charitable Beneficiary or
Charitable Beneficiaries on the day prior to the date of the purported transfer
to the Proposed Transferee, which purported transfer shall be void ab initio and
the Proposed Transferee shall be deemed never to have acquired any interest in
or with respect to the Excess Series B Preferred Shares purportedly transferred.

               (b)  Any Excess Series B Preferred Shares shall automatically be
deemed to constitute Excess Shares (within the meaning of the Declaration) and
shall be treated in the manner prescribed for Excess Shares, including, without
limitation, the provisions set forth in Section 5.14(c) thereof.

               (c)  Notwithstanding any other provision of the Declaration or
hereof to the contrary, but subject to Section 5.14(i) of the Declaration, any
purported acquisition of Series B Preferred Shares (whether such purported
acquisition results from the direct or indirect acquisition or ownership (as
defined for purposes of the Declaration) of Series B Preferred Shares) which
would result in the disqualification of the Trust as a REIT for federal income
tax purposes shall be null and void. Any such Series B Preferred Shares may be
treated by the Trustees in the manner prescribed for Excess Series B Preferred
Shares in these provisions of the Series B Preferred Shares and for Excess
Shares in Section 5.14(c) of the Declaration.

               (d)  The provisions of this Section 9 shall not limit the
applicability of Section 5.14 of the Declaration to Series B Preferred Shares in
accordance with the terms thereof, and the provisions of this Section 9 and of
Section 5.14 of the Declaration shall not limit the right of the Trust to elect
to redeem Excess Series B Preferred Shares pursuant to Section 5(b) hereof.
Subject only to Section 5.14(i) of the Declaration, nothing contained in this
Section 9 or in any other provision of the Series B Preferred Shares shall limit
the authority of the Trustees to take such other action as they deem necessary
or advisable to protect the Trust and the interests of the shareholders by
preservation of the Trust's status as a REIT for federal income tax purposes.
The provisions of subsections (f) through (i) of Section 5.14 of the Declaration
shall be applicable to this Section 9 as though (i) the references therein to
Section 5.14 of the Declaration referred instead to this Section 9 and (ii) the
references therein to subsections of Section 5.14 of the Declaration referred to
the comparable provisions of this Section 9.

     10.  Severability. If any preference, right, voting power, restriction,
limitation as to dividends or other distributions, qualification, term or
condition of redemption or other term of the Series B Preferred Shares is
invalid, unlawful or incapable of being enforced by reason of any rule of law or
public policy, then, to the extent permitted by law, all other preferences,
rights,

                                      -11-
<Page>

voting powers, restrictions, limitations as to dividends or other distributions,
qualifications, terms and conditions of redemption and other terms of the Series
B Preferred Shares which can be given effect without the invalid, unlawful or
unenforceable preference, right, voting power, restriction, limitation as to
dividends or other distributions, qualification, term or condition of redemption
or other term of the Series B Preferred Shares shall remain in full force and
effect and shall not be deemed dependent upon any invalid, unlawful or
unenforceable preference, right, voting power, restriction, limitation as to
dividends or other distributions, qualification, term or condition of redemption
or other term of the Series B Preferred Shares.

     THIRD: The Series B Preferred Shares have been classified and designated by
the Board of Trustees under the authority contained in the Declaration.

     FOURTH: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.

     FIFTH: The undersigned Executive Vice President of the Trust acknowledges
these Articles Supplementary to be the trust act of the Trust and, as to all
matters or facts required to be verified under oath, the undersigned Executive
Vice President acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and this
statement is made under the penalties for perjury.

                  (Remainder of Page Intentionally Left Blank)

                                      -12-

<Page>

     IN WITNESS WHEREOF, HOSPITALITY PROPERTIES TRUST has caused these Articles
Supplementary to be signed in its name and on its behalf by its Executive Vice
President and witnessed by its Secretary on December 9, 2002.

WITNESS:                                HOSPITALITY PROPERTIES TRUST


/s/ John G. Murray                      By: /s/ Thomas M. O'Brien
John G. Murray                              Thomas M. O'Brien
Secretary                                   Executive Vice President

