TRUST AGREEMENT MADE THE 27TH DAY OF MARCH, 1998, BY AND BETWEEN
SODEXHO MARRIOTT SERVICES, INC., A DELAWARE CORPORATION, AND BANKERS TRUST
COMPANY, A NEW YORK BANKING CORPORATION.
W I T N E S S E T H:
WHEREAS, IN CONJUNCTION WITH THE CORPORATE REORGANIZATION ON MARCH
27, 1998, MARRIOTT INTERNATIONAL, INC. WILL CHANGE ITS NAME TO SODEXHO MARRIOTT
SERVICES, INC., AND THAT THE MARRIOTT INTERNATIONAL, INC. EMPLOYEES' PROFIT
SHARING, RETIREMENT AND SAVINGS PLAN AND TRUST ("MARRIOTT PLAN") WILL BE
UTILIZED BY NEW MARRIOTT MI, INC. (TO BE RENAMED "MARRIOTT INTERNATIONAL,
INC."); AND
WHEREAS, A PORTION OF THE MARRIOTT PLAN WILL BE SPUN-OFF INTO A NEW
PLAN SPONSORED BY SODEXHO MARRIOTT SERVICES, INC., WHICH WILL BE CALLED THE
SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND
TRUST; AND
WHEREAS, SODEXHO MARRIOTT SERVICES, INC. WISHES TO ESTABLISH A TRUST
TO SERVE AS A FUNDING MEDIUM FOR THE PLAN; AND
WHEREAS, BANKERS TRUST COMPANY IS WILLING TO ACT AS TRUSTEE OF SUCH
TRUST UPON ALL OF THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW, THEREFORE, SODEXHO MARRIOTT SERVICES, INC. AND BANKERS TRUST
COMPANY DECLARE AND AGREE THAT BANKERS TRUST COMPANY WILL RECEIVE, HOLD AND
ADMINISTER ALL SUMS OF MONEY AND SUCH OTHER PROPERTY ACCEPTABLE TO BANKERS TRUST
COMPANY AS SHALL FROM TIME TO TIME BE CONTRIBUTED, PAID OR DELIVERED TO IT
HEREUNDER, IN TRUST, UPON ALL OF THE FOLLOWING TERMS AND CONDITIONS:
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ARTICLE I
TITLE-PURPOSE-POLICY-EFFECT
1.1. NAME. THE TRUST ESTABLISHED HEREUNDER SHALL BE KNOWN AS THE
SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN TRUST,
HEREINAFTER REFERRED TO AS THE "TRUST".
1.2. DEFINITIONS. WHERE USED IN THIS TRUST AGREEMENT, UNLESS THE
CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE EXPRESSLY PROVIDED:
(A) "ACCOUNT PARTY" SHALL MEAN THE PERSON DESIGNATED BY THE
COMPANY TO REPRESENT THE COMPANY FOR THIS PURPOSE, THE ADMINISTRATIVE
COMMITTEE AND ANY PERSON TO WHOM THE TRUSTEE SHALL BE INSTRUCTED BY THE
ADMINISTRATIVE COMMITTEE TO DELIVER ITS ANNUAL OR OTHER PERIODIC
ACCOUNT UNDER SECTION 8.2 OR SECTION 8.3, EXCEPT, THAT WITH RESPECT TO
ANY FILINGS, NOTICES, REPORTS OR ACCOUNTINGS REQUIRED TO BE GIVEN UNDER
THE GENERAL TRUST, "ACCOUNT PARTY" SHALL BE LIMITED TO THAT OFFICER
DESIGNATED HEREIN TO REPRESENT THE COMPANY.
(B) "ACCOUNTING PERIOD" SHALL MEAN THE TWELVE CONSECUTIVE
MONTH PERIOD COMMENCING ON JANUARY 1ST OF EACH YEAR AND ENDING ON THE
FRIDAY CLOSEST TO DECEMBER 31ST , EXCEPT FOR THE INITIAL PLAN YEAR
BEGINNING MARCH 27TH AND ENDING ON JANUARY 1, 1999 AND THE FINAL PLAN
YEAR IN WHICH THE TRUSTEE CEASES TO ACT AS TRUSTEE FOR ANY REASON.
(C) "ADMINISTRATIVE COMMITTEE" SHALL MEAN THE COMMITTEE OR
OTHER PERSON RESPONSIBLE FOR BENEFIT ADMINISTRATION UNDER THE PLAN AS
DESIGNATED BY THE COMPANY, INCLUDING ANY REPRESENTATIVE (DESIGNATED IN
WRITING AS SUCH) OR DESIGNEE THEREOF AUTHORIZED TO ACT ON BEHALF OF
SUCH COMMITTEE.
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(D) "AFFILIATED EMPLOYER" SHALL MEAN THE COMPANY AND ANY
CORPORATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF CORPORATIONS (AS
DEFINED IN SECTION 414(B) OF THE CODE) WHICH INCLUDES THE COMPANY; ANY
TRADE OR BUSINESS (WHETHER OR NOT INCORPORATED) WHICH IS UNDER COMMON
CONTROL (AS DEFINED IN SECTION 414(C) OF THE CODE) WITH THE COMPANY;
ANY ORGANIZATION (WHETHER OR NOT INCORPORATED) WHICH IS A MEMBER OF AN
AFFILIATED SERVICE GROUP (AS DEFINED IN SECTION 414(M) OF THE CODE)
WHICH INCLUDES THE COMPANY; AND ANY OTHER ENTITY REQUIRED TO BE
AGGREGATED WITH THE COMPANY PURSUANT TO SECTION 414(O) OF THE CODE.
(E) "AGREEMENT" SHALL MEAN ALL OF THE PROVISIONS OF THIS
INSTRUMENT AND OF ALL OTHER WRITTEN INSTRUMENTS AMENDATORY HEREOF.
(F) "ASSET MANAGER" SHALL MEAN THE TRUSTEE (OTHER THAN FOR
PURPOSES OF ARTICLE VI), THE COMPANY, ADMINISTRATIVE COMMITTEE OR
INVESTMENT MANAGER, INDIVIDUALLY OR COLLECTIVELY AS THE CONTEXT SHALL
REQUIRE, WITH RESPECT TO THOSE ASSETS HELD IN ANY INVESTMENT FUND
ESTABLISHED HEREUNDER OVER WHICH IT EXERCISES, OR TO THE EXTENT IT IS
AUTHORIZED TO EXERCISE, DISCRETIONARY INVESTMENT AUTHORITY OR CONTROL.
(G) "BANK BUSINESS DAY" SHALL MEAN A DAY ON WHICH THE TRUSTEE
IS OPEN FOR BUSINESS.
(H) "BANKERS" SHALL MEAN BANKERS TRUST COMPANY.
(I) "BOARD OF DIRECTORS" SHALL MEAN THE BOARD OF DIRECTORS OF
THE COMPANY.
(J) "CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED FROM TIME TO TIME, AND REGULATIONS ISSUED THEREUNDER.
(K) "COMMON STOCK FUND" SHALL MEAN COLLECTIVELY AN INVESTMENT
FUND CONSISTING OF COMMON STOCK OF SODEXHO MARRIOTT SERVICES, INC.
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(L) "COMPANY" SHALL MEAN SODEXHO MARRIOTT SERVICES, INC., A
CORPORATION, WITH ITS PRINCIPAL OFFICE IN THE STATE OF MARYLAND, WHICH
ASSUMES THE OBLIGATIONS OF THE PLAN WITH RESPECT TO ITS EMPLOYEES, AND
ANY AFFILIATED EMPLOYER WHICH ADOPTS THE PLAN. IF MORE THAN ONE
CORPORATION SHALL BECOME A COMPANY HEREUNDER, THEN, UNLESS THE CONTEXT
OTHERWISE REQUIRES, WHENEVER ANY ACT OF THE COMPANY IS REQUIRED OR
PERMITTED HEREUNDER, SUCH ACT SHALL BE DEEMED TO HAVE BEEN TAKEN OR
PERFORMED IF TAKEN OR PERFORMED BY THE COMPANY FIRST NAMED ABOVE.
NOTWITHSTANDING THE FOREGOING, PRIOR TO MARCH 27, 1998, COMPANY MEANS
MARRIOTT INTERNATIONAL, INC. AND ANY AFFILIATED EMPLOYER OF MARRIOTT
INTERNATIONAL, INC. THAT ELECTED TO JOIN THE PLAN.
(M) "COMPANY STOCK" SHALL MEAN THE COMMON STOCK OF THE
COMPANY.
(N) "DIRECTED FUND" SHALL MEAN ANY INVESTMENT FUND, OR PART
THEREOF, SUBJECT TO THE DISCRETIONARY MANAGEMENT AND CONTROL OF THE
COMPANY OR ADMINISTRATIVE COMMITTEE OR ANY INVESTMENT MANAGER, OTHER
THAN THE TRUSTEE.
(O) "DISCRETIONARY FUND" SHALL MEAN ANY INVESTMENT FUND, OR
PART THEREOF, SUBJECT TO THE DISCRETIONARY MANAGEMENT AND CONTROL OF
THE TRUSTEE.
(P) "ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED FROM TIME TO TIME.
(Q) "GENERAL TRUST" SHALL MEAN THE BT PYRAMID TRUST CREATED
BY BANKERS TRUST COMPANY UNDER DECLARATION OF TRUST EFFECTIVE
JUNE 30, 1991, AS HERETOFORE OR HEREAFTER AMENDED.
(R) "INSURANCE CONTRACT" SHALL MEAN ANY CONTRACT OR POLICY
(INCLUDING ANY ANNUITY CONTRACT) OF ANY KIND ISSUED BY AN INSURANCE
COMPANY, WHETHER OR NOT PROVIDING FOR THE ALLOCATION OF AMOUNTS
RECEIVED BY THE INSURANCE COMPANY THEREUNDER SOLELY TO THE GENERAL
ACCOUNT OR SOLELY TO ONE OR MORE SEPARATE ACCOUNTS (INCLUDING SEPARATE
ACCOUNTS MAINTAINED FOR THE COLLECTIVE INVESTMENT OF QUALIFIED
RETIREMENT PLANS), OR A COMBINATION THEREOF, AND WHETHER OR NOT ANY
SUCH ALLOCATION MAY BE MADE IN THE DISCRETION OF THE INSURANCE COMPANY.
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(S) "INVESTMENT FUND" SHALL MEAN EACH POOL OF ASSETS
ESTABLISHED FOR INVESTMENT PURPOSES PURSUANT TO SECTION 5.1 IN THE
TRUST IN WHICH THE PLAN HAS AN INTEREST DURING AN ACCOUNTING PERIOD.
THE TERM SHALL ALSO INCLUDE FOR ALL PURPOSES HEREOF ANY SUB-FUND OR
ACCOUNT INTO WHICH AN INVESTMENT FUND SHALL BE DIVIDED FROM TIME TO
TIME AT THE DIRECTION OF THE COMPANY OR THE ADMINISTRATIVE COMMITTEE.
(T) "INVESTMENT MANAGER" SHALL MEAN A BANK, INSURANCE COMPANY
OR INVESTMENT ADVISER SATISFYING THE REQUIREMENTS OF SECTION 3(38) OF
ERISA.
(U) "INVESTMENT VEHICLE" SHALL MEAN ANY COMMON, COLLECTIVE OR
COMMINGLED TRUST (OTHER THAN THE GENERAL TRUST OR AN INVESTMENT FUND),
INVESTMENT COMPANY, CORPORATION FUNCTIONING AS AN INVESTMENT
INTERMEDIARY, INSURANCE CONTRACT, PARTNERSHIP, JOINT VENTURE OR OTHER
ENTITY OR ARRANGEMENT TO WHICH, OR PURSUANT TO WHICH, ASSETS OF AN
INVESTMENT FUND WITHIN THE TRUST MAY BE TRANSFERRED OR IN WHICH THE
TRUST HAS AN INTEREST, BENEFICIAL OR OTHERWISE (WHETHER OR NOT THE
UNDERLYING ASSETS THEREOF ARE DEEMED TO CONSTITUTE "PLAN ASSETS" FOR
ANY PURPOSE UNDER ERISA).
(V) "MARRIOTT STOCK" SHALL MEAN THE COMMON STOCK OF MARRIOTT
INTERNATIONAL, INC.
(W) "MARRIOTT STOCK FUND" SHALL MEAN THE INVESTMENT FUND
CONSISTING OF COMMON STOCK OF MARRIOTT INTERNATIONAL, INC.
(X) "NAMED FIDUCIARY" SHALL MEAN THE PERSON OR ITS DESIGNEE
WITH RESPECT TO THE PLAN, WHO, WITHIN THE MEANING OF SECTION 402(A)(2),
402(C)(3) OR 403(A)(1) OF ERISA, HAS THE AUTHORITY TO PERFORM THE
SEPARATE FUNCTIONS ALLOCATED TO THAT "NAMED FIDUCIARY" UNDER THIS
AGREEMENT. UNLESS OTHERWISE SPECIFICALLY PROVIDED TO THE CONTRARY, ANY
REFERENCE TO THE NAMED FIDUCIARY HEREIN SHALL MEAN THE ADMINISTRATIVE
COMMITTEE APPOINTED PURSUANT TO THE PLAN.
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(Y) "PLAN" SHALL MEAN THE SODEXHO MARRIOTT SERVICES, INC.
401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN.
(Z) "PERSON" SHALL MEAN A NATURAL PERSON, TRUST, ESTATE,
CORPORATION OF ANY KIND OR PURPOSE, MUTUAL COMPANY,
JOINT-STOCK COMPANY, UNINCORPORATED ORGANIZATION, ASSOCIATION,
PARTNERSHIP, JOINT VENTURE, EMPLOYEE ORGANIZATION, COMMITTEE, BOARD,
PARTICIPANT, BENEFICIARY, TRUSTEE, PARTNER, OR VENTURER ACTING IN AN
INDIVIDUAL, FIDUCIARY OR REPRESENTATIVE CAPACITY, AS THE CONTEXT MAY
REQUIRE.
(AA) "SECTION" SHALL MEAN ANY SECTION OF THIS AGREEMENT.
(BB) "TRUST FUND" SHALL MEAN ALL CASH AND OTHER PROPERTY OF
THE PLAN WHICH IS CONTRIBUTED, PAID OR DELIVERED TO THE TRUSTEE
HEREUNDER, ALL INVESTMENTS MADE THEREWITH AND PROCEEDS THEREOF AND ALL
EARNINGS AND PROFITS THEREON, LESS PAYMENTS, TRANSFERS OR OTHER
DISTRIBUTIONS WHICH, AT THE TIME OF REFERENCE, SHALL HAVE BEEN MADE BY
THE TRUSTEE, AS AUTHORIZED HEREIN. THE TRUST FUND SHALL INCLUDE EACH
INVESTMENT FUND AND ALL EVIDENCES OF OWNERSHIP, INTEREST OR
PARTICIPATION IN AN INVESTMENT VEHICLE, BUT SHALL NOT, SOLELY BY REASON
OF THE TRUST FUND'S INVESTMENT THEREIN, BE DEEMED TO INCLUDE ANY ASSETS
OF SUCH INVESTMENT VEHICLE.
(CC) "TRUSTEE" SHALL MEAN BANKERS TRUST COMPANY, AS TRUSTEE
OF THE TRUST.
(DD) "VALUATION DATE" SHALL MEAN THE END OF EACH BANK
BUSINESS DAY. THE PLURAL OF ANY TERM SHALL HAVE A MEANING CORRESPONDING
TO THE SINGULAR THEREOF AS SO DEFINED AND ANY NEUTER PRONOUN USED
HEREIN SHALL INCLUDE THE MASCULINE OR FEMININE, AS THE CONTEXT
MAY REQUIRE.
1.3. PURPOSE. THE TRUST IS ESTABLISHED TO FUND THE BENEFITS
PAYABLE TO PARTICIPANTS AND THEIR BENEFICIARIES UNDER THE PLAN.
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1.4. EXCLUSIVE BENEFIT. EXCEPT AS MAY OTHERWISE BE PERMITTED BY LAW
AND THE TERMS OF THE PLAN, AT NO TIME PRIOR TO THE SATISFACTION OF ALL
LIABILITIES WITH RESPECT TO PARTICIPANTS AND THEIR BENEFICIARIES UNDER THE PLAN
SHALL ANY PART OF THE PLAN BE USED FOR, OR DIVERTED TO, ANY PURPOSES OTHER THAN
FOR THE EXCLUSIVE BENEFIT OF SUCH PARTICIPANTS AND THEIR BENEFICIARIES, AND FOR
DEFRAYING THE REASONABLE EXPENSES OF ADMINISTERING SUCH PLAN.
1.5. EFFECT. NO DUTIES OR OBLIGATIONS SHALL BE IMPOSED UPON THE
TRUSTEE WITH RESPECT TO THE FUND BY THE PLAN OR ANY OTHER INSTRUMENT TO WHICH
THE TRUSTEE IS NOT A PARTY, UNLESS THEY HAVE BEEN SPECIFICALLY UNDERTAKEN BY THE
TRUSTEE BY THE EXPRESS TERMS OF THIS AGREEMENT.
1.6. DOMESTIC TRUST. THE TRUST SHALL AT ALL TIMES BE MAINTAINED AS
A DOMESTIC TRUST IN THE UNITED STATES.
1.7. TRUSTEE NOT RESPONSIBLE FOR ENFORCING CONTRIBUTIONS OR FOR
SUFFICIENCY. THE TRUSTEE SHALL HAVE NO RESPONSIBILITY FOR ENFORCING PAYMENT OF
ANY CONTRIBUTION TO THE PLAN, FOR THE TIMING OR AMOUNT THEREOF, OR FOR THE
ADEQUACY OF THE TRUST FUND OR TO MEET OR DISCHARGE ANY OR OTHER LIABILITIES OF
SUCH PLAN.
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ARTICLE II
VALUATIONS
2.1. VALUATIONS. THE TRUSTEE SHALL DETERMINE THE VALUE OF THE ASSETS
OF THE TRUST FUND AND EACH INVESTMENT FUND AS OF EACH VALUATION DATE. ASSETS
WILL BE VALUED AT THEIR MARKET VALUES AT THE CLOSE OF BUSINESS ON THE VALUATION
DATE, OR, IN THE ABSENCE OF READILY ASCERTAINABLE MARKET VALUES, AT SUCH VALUES
AS THE TRUSTEE SHALL DETERMINE IN ACCORDANCE WITH METHODS CONSISTENTLY FOLLOWED
AND UNIFORMLY APPLIED. ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, WITH RESPECT TO ASSETS CONSTITUTING PART OF A DIRECTED FUND,
THE TRUSTEE MAY RELY FOR ALL PURPOSES OF THIS AGREEMENT ON THE LATEST VALUATION
AND TRANSACTION INFORMATION SUBMITTED TO IT BY THE PERSON RESPONSIBLE FOR THE
INVESTMENT OF SUCH ASSETS EVEN IF SUCH INFORMATION PREDATES THE VALUATION DATE.
THE NAMED FIDUCIARY WILL CAUSE SUCH PERSON TO PROVIDE THE TRUSTEE WITH ALL
INFORMATION NEEDED BY THE TRUSTEE TO DISCHARGE ITS OBLIGATIONS TO VALUE SUCH
ASSETS AND TO ACCOUNT UNDER THIS AGREEMENT.
2.2. PARTICIPANT RECORDS AND ACCOUNTS. THE PLAN IS A DEFINED
CONTRIBUTION PLAN WITH RESPECT TO WHICH ONE OR MORE PARTICIPANT ACCOUNTS ARE
MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN. EXCEPT AS THE PARTIES
MAY OTHERWISE AGREE IN WRITING, THE TRUSTEE SHALL NOT BE REQUIRED TO MAINTAIN
THE SEPARATE RECORDS OR ACCOUNTS WITH RESPECT TO ANY PARTICIPANT OF THE PLAN.
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ARTICLE III
ADMINISTRATION OF PLAN
3.1. PAYMENT OF BENEFITS. ON THE DIRECTION OF THE ADMINISTRATIVE
COMMITTEE, THE TRUSTEE SHALL PAY MONIES AND/OR COMPANY STOCK AND/OR MARRIOTT
STOCK OUT OF THE PLAN DIRECTLY TO OR FOR THE BENEFIT OF PARTICIPANTS IN SUCH
PLAN OR, THEIR BENEFICIARIES, OR TO AN INSURANCE COMPANY TO PROVIDE FOR THE
PAYMENT OF SUCH BENEFITS BY THE PURCHASE OF AN INSURANCE CONTRACT, OR TO A
PAYING OR DISBURSING AGENT (WHICH MAY BE THE ADMINISTRATIVE COMMITTEE). ANY
ASSETS DISBURSED OR PAID OVER BY THE TRUSTEE PURSUANT TO THIS SECTION 3.1 SHALL
NO LONGER BE PART OF THE TRUST FUND.
3.2. RELIANCE ON ADMINISTRATIVE COMMITTEE. THE TRUSTEE SHALL CHARGE
THE DISTRIBUTION SET FORTH IN SECTION 3.1 AGAINST THE PLAN AS THE ADMINISTRATIVE
COMMITTEE SHALL DIRECT. EACH DIRECTION TO THE TRUSTEE UNDER SECTION 3.1 SHALL
CONSTITUTE A CERTIFICATION BY THE ADMINISTRATIVE COMMITTEE THAT SUCH DIRECTION
IS IN ACCORDANCE WITH APPLICABLE LAW, THE TERMS OF THE PLAN AND THE TERMS OF
THIS AGREEMENT, AND THE TRUSTEE SHALL HAVE NO DUTY TO MAKE ANY INDEPENDENT
INQUIRY OR INVESTIGATION AS TO ANY OF THE FOREGOING BEFORE ACTING UPON SUCH
DIRECTION.
3.3. TRUSTEE NOT RESPONSIBLE FOR PLAN ADMINISTRATION. WITH REGARD TO
ANY INSURANCE CONTRACT WHICH IT IS DIRECTED TO PURCHASE THE TRUSTEE SHALL NOT BE
RESPONSIBLE UNDER THIS AGREEMENT, OR OTHERWISE, IN ANY WAY RESPECTING THE
DETERMINATION, COMPUTATION, PAYMENT OR APPLICATION OF ANY BENEFIT, FOR THE FORM,
TERMS, PAYMENT PROVISIONS OR ISSUER TO PROVIDE FOR THE PAYMENT OF BENEFITS UNDER
THE PLAN, OR FOR PERFORMING ANY FUNCTIONS UNDER ANY SUCH INSURANCE CONTRACT
WHICH IT MAY BE DIRECTED TO PURCHASE AND/OR HOLD AS CONTRACT HOLDER THEREUNDER
(OTHER THAN THE EXECUTION OF ANY DOCUMENTS INCIDENTAL THERETO AND TRANSFER OR
RECEIPT OF FUNDS THEREUNDER), OR FOR ANY OTHER MATTER AFFECTING THE
ADMINISTRATION OF THE PLAN, BY THE COMPANY OR THE ADMINISTRATIVE COMMITTEE OR
ANY OTHER PERSON TO WHOM SUCH RESPONSIBILITY IS ALLOCATED OR DELEGATED PURSUANT
TO THE TERMS OF THE PLAN.
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ARTICLE IV
INVESTMENT OF TRUST ASSETS
4.1. ASSET MANAGERS. TO THE EXTENT ASSETS ARE HELD IN CUSTODY AT
BANKERS, THE RESPONSIBILITY FOR THE SAFEKEEPING OF THE TRUST FUND SHALL BE
VESTED IN THE TRUSTEE, SUBJECT TO THE TERMS OF THIS AGREEMENT. DISCRETIONARY
AUTHORITY FOR THE MANAGEMENT AND CONTROL OF ASSETS OF A THE PLAN FROM TIME TO
TIME HELD IN THE TRUST FUND MAY BE RETAINED, ALLOCATED OR DELEGATED, AS THE CASE
MAY BE, FOR ONE OR MORE PURPOSES, TO AND AMONG THE ASSET MANAGERS SELECTED BY
THE NAMED FIDUCIARY, IN ITS ABSOLUTE DISCRETION. THE TERMS AND CONDITIONS OF
APPOINTMENT, AUTHORITY AND RETENTION OF ANY ASSET MANAGER SHALL BE THE SOLE
RESPONSIBILITY OF THE NAMED FIDUCIARY. THE NAMED FIDUCIARY SHALL PROMPTLY NOTIFY
THE TRUSTEE IN WRITING OF THE APPOINTMENT OR REMOVAL OF AN ASSET MANAGER. ANY
NOTICE OF APPOINTMENT PURSUANT TO THIS SECTION 4.1 SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY THAT THE ASSET MANAGER HAS BEEN APPOINTED IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THAT ANY ASSET MANAGER (OTHER
THAN THE TRUSTEE OR THE NAMED FIDUCIARY) IS INTENDED TO BE AN INVESTMENT
MANAGER.
4.2. INVESTMENT DISCRETION. SUBJECT TO SECTION 5.1, THE ASSETS OF THE
TRUST SHALL BE INVESTED AND REINVESTED, WITHOUT DISTINCTION BETWEEN PRINCIPAL
AND INCOME, AT SUCH TIME OR TIMES IN SUCH INVESTMENTS AND PURSUANT TO SUCH
INVESTMENT STRATEGIES OR COURSES OF ACTION AND IN SUCH SHARES AND PROPORTIONS,
AS THE ASSET MANAGERS, IN THEIR SOLE DISCRETION, SHALL DEEM ADVISABLE.
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4.3. LIMITATIONS ON INVESTMENT DISCRETION. IN ADDITION TO THE
LIMITATIONS IMPOSED BY SECTION 5.1, THE NAMED FIDUCIARY MAY LIMIT, RESTRICT OR
IMPOSE GUIDELINES AFFECTING THE EXERCISE OF THE DISCRETION CONFERRED ON ANY
ASSET MANAGER. ANY LIMITATIONS, RESTRICTIONS OR GUIDELINES APPLICABLE TO THE
TRUSTEE, AS AN ASSET MANAGER, SHALL BE COMMUNICATED IN WRITING TO THE TRUSTEE.
THE TRUSTEE SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO THE FORMULATION OF ANY
FUNDING POLICY OR ANY INVESTMENT OR DIVERSIFICATION POLICIES EMBODIED THEREIN.
THE NAMED FIDUCIARY SHALL BE RESPONSIBLE FOR COMMUNICATING, AND MONITORING
ADHERENCE TO, ANY LIMITATIONS OR GUIDELINES IMPOSED ON ANY ASSET MANAGER BY
SECTION 5.1 OR SECTION 7.3 OR THE GUIDELINES DESCRIBED ABOVE.
4.4. RESPONSIBILITY FOR DIVERSIFICATION. THE NAMED FIDUCIARY SHALL BE
RESPONSIBLE FOR DETERMINING THE DIVERSIFICATION POLICY (IF REQUIRED) OF THE
TRUST FUND, FOR MONITORING ADHERENCE BY THE ASSET MANAGERS TO SUCH POLICY, AND
FOR ADVISING THE ASSET MANAGERS WITH RESPECT TO LIMITATIONS ON COMPANY OR OTHER
SECURITIES OR PROPERTY CONTAINED IN THE PLAN OR IMPOSED ON SUCH PLAN BY
APPLICABLE LAW OR BY THE NAMED FIDUCIARY.
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ARTICLE V
INVESTMENT FUNDS WITHIN THE TRUST FUND
5.1. PARTICIPATING INVESTMENT FUNDS. THE INTEREST OF THE PLAN IN THE
TRUST FUND SHALL BE ALLOCATED, HELD AND INVESTED IN ONE OR MORE INVESTMENT FUNDS
ESTABLISHED HEREUNDER BY THE COMPANY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
THE ALLOCATION OF ASSETS AMONG THE INVESTMENT FUNDS SHALL BE DETERMINED BY THE
COMPANY OR ITS DESIGNATED REPRESENTATIVE IN ACCORDANCE WITH THE ELECTIONS OF
PARTICIPANTS AND BENEFICIARIES WHO DIRECT THEIR ACCOUNTS. AS OF THE DATE HEREOF,
THE TRUST FUND SHALL BE HELD AND INVESTED IN THE INVESTMENT FUNDS LISTED AND
DESCRIBED IN APPENDIX A ATTACHED HERETO. THE COMPANY, TO THE EXTENT PERMITTED BY
THE PLAN, MAY ESTABLISH ADDITIONAL INVESTMENT FUNDS, OR FREEZE, TERMINATE OR
MODIFY THE LIST OF AVAILABLE INVESTMENT FUNDS. THE INCOME OF EACH INVESTMENT
FUND SHALL BE ACCUMULATED AND REINVESTED IN SUCH FUND. TO THE EXTENT THAT ANY
CASH SHALL BE ALLOCATED TO THE COMMON STOCK FUND, THE TRUSTEE SHALL REGULARLY
PURCHASE COMPANY STOCK ON THE OPEN MARKET OR, IF THE PLAN SO PROVIDES, FROM THE
COMPANY OR IN PRIVATE TRANSACTIONS, IN ACCORDANCE WITH A NON-DISCRETIONARY
PURCHASING PROGRAM.
THE TRUSTEE SHALL TRANSFER FOR INVESTMENT CASH BALANCES RECEIVED IN
ACCORDANCE WITH APPENDIX B HERETO. TRUSTEE SHALL HAVE NO AUTHORITY OR
RESPONSIBILITY TO INVEST OR REINVEST CASH BALANCES OF ANY DIRECTED FUND IN THE
GENERAL TRUST OR OTHERWISE PURSUANT TO THIS AGREEMENT UNLESS AND UNTIL IT
RECEIVES APPROPRIATE DIRECTION FROM THE ASSET MANAGER. CASH BALANCES (INCLUDING
INTERIM INVESTMENT THEREOF) IN THE COMMON STOCK FUND AND THE MARRIOTT STOCK FUND
SHALL BE LIMITED TO THE ADMINISTRATIVE NEEDS OF SUCH INVESTMENT FUND. FOR THE
PURPOSE OF THIS SECTION 5.1 AND SECTION 5.2., "ADMINISTRATIVE NEEDS" SHALL MEAN
NEEDS CONSISTENT WITH THE TRUSTEE'S IMPLEMENTATION OF THE REGULAR PURCHASING
PROGRAM DESCRIBED HEREIN FOR THE COMMON STOCK FUND AND ANTICIPATED DISTRIBUTIONS
FROM EACH SUCH INVESTMENT FUND AND TRANSFERS AMONG THE INVESTMENT FUNDS AT THE
ELECTION OF PARTICIPANTS. ANY INVESTMENT LIMITATION AFFECTING COMPANY SECURITIES
SHALL NOT BE APPLICABLE TO THE EXTENT ANY INVESTMENT FUND IS INVESTED IN UNITS
OF THE GENERAL TRUST.
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5.2. THE COMPANY STOCK FUND. NOTWITHSTANDING THE POWERS CONFERRED ON
THE TRUSTEE IN THIS AGREEMENT, THE TRUSTEE SHALL, REGARDLESS OF MARKET
FLUCTUATIONS, PURCHASE AND RETAIN THE COMPANY STOCK IN THE COMMON STOCK FUND AND
RETAIN THE MARRIOTT STOCK IN THE MARRIOTT STOCK FUND AND THE TRUSTEE SHALL SELL
SUCH STOCK ONLY TO PERMIT DISTRIBUTIONS FROM AND TRANSFERS BETWEEN THE
INVESTMENT FUNDS OF THE PLAN. THE TRUSTEE MAY KEEP ANY PORTION OF THE COMPANY
STOCK FUND IN CASH OR IN SHORT-TERM OBLIGATIONS OF THE U.S. GOVERNMENT OR
AGENCIES THEREOF OR IN OTHER TYPES OF SHORT-TERM INVESTMENTS, INCLUDING
COMMERCIAL PAPER (OTHER THAN OBLIGATIONS OF THE COMPANY), IN THE EVENT IT
BECOMES IMPOSSIBLE TO PURCHASE COMPANY STOCK AS PROVIDED HEREIN. THE COMPANY
SHALL UNDERTAKE THE RESPONSIBILITY TO INFORM PLAN PARTICIPANTS OF THE UNIQUE
NATURE OF THE COMMON STOCK FUND AND THE MARRIOTT STOCK FUND.
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ARTICLE VI
RESPONSIBILITY FOR DIRECTED FUNDS
6.1. RESPONSIBILITY FOR SELECTION OF AGENTS. ALL TRANSACTIONS OF ANY
KIND OR NATURE IN OR FROM A DIRECTED FUND SHALL BE MADE UPON SUCH TERMS AND
CONDITIONS AND FROM OR THROUGH SUCH BROKERS, DEALERS AND PRINCIPALS AND OTHER
AGENTS AS THE ASSET MANAGER SHALL DIRECT. NO SUCH TRANSACTIONS SHALL BE EXECUTED
THROUGH THE FACILITIES OF THE TRUSTEE EXCEPT WHERE THE TRUSTEE SHALL MAKE
AVAILABLE ITS FACILITIES SOLELY FOR THE PURPOSE OF TEMPORARY INVESTMENT OF CASH
RESERVES OF A DIRECTED FUND. HOWEVER, SUBJECT TO APPENDIX B, NOTHING IN THE
PRECEDING SENTENCE SHALL CONFER ANY AUTHORITY UPON THE TRUSTEE TO INVEST THE
CASH BALANCES OF ANY DIRECTED FUND UNLESS AND UNTIL IT RECEIVES DIRECTIONS FROM
THE ASSET MANAGER.
6.2. TRUSTEE NOT RESPONSIBLE FOR INVESTMENTS IN DIRECTED FUNDS. THE
TRUSTEE SHALL BE UNDER NO DUTY OR OBLIGATION TO REVIEW OR TO QUESTION ANY
DIRECTION OF ANY ASSET MANAGER, OR TO REVIEW SECURITIES OR ANY OTHER PROPERTY
HELD IN ANY DIRECTED FUND WITH RESPECT TO PRUDENCE OR PROPER DIVERSIFICATION OR
COMPLIANCE WITH ANY LIMITATION ON THE ASSET MANAGER'S AUTHORITY UNDER THIS
AGREEMENT OR THE TERMS OF THE PLAN, ANY AGREEMENT ENTERED INTO BETWEEN THE
COMPANY OR THE ADMINISTRATIVE COMMITTEE AND THE ASSET MANAGER OR IMPOSED BY
APPLICABLE LAW, OR TO MAKE ANY SUGGESTIONS OR RECOMMENDATION TO THE COMPANY, THE
ADMINISTRATIVE COMMITTEE OR THE ASSET MANAGER WITH RESPECT TO THE RETENTION OR
INVESTMENT OF ANY ASSETS OF ANY DIRECTED FUND, AND SHALL HAVE NO AUTHORITY TO
TAKE ANY ACTION OR TO REFRAIN FROM TAKING ANY ACTION WITH RESPECT TO ANY ASSET
OF A DIRECTED FUND UNLESS AND UNTIL IT IS DIRECTED TO DO SO BY THE ASSET
MANAGER.
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6.3. INVESTMENT VEHICLES. ANY INVESTMENT VEHICLE, OR INTEREST
THEREIN, ACQUIRED BY OR TRANSFERRED TO THE TRUSTEE UPON THE DIRECTION OF THE
ASSET MANAGER SHALL BE ALLOCATED TO A DESIGNATED DIRECTED FUND, AND THE
TRUSTEE'S DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT SHALL NOT BE
INCREASED OR OTHERWISE AFFECTED THEREBY. THE TRUSTEE SHALL BE RESPONSIBLE SOLELY
FOR THE SAFEKEEPING OF THE PHYSICAL EVIDENCE, IF ANY, OF THE TRUST'S OWNERSHIP
OF OR INTEREST OR PARTICIPATION IN SUCH INVESTMENT VEHICLE.
6.4. RELIANCE ON ASSET MANAGER. THE TRUSTEE SHALL BE REQUIRED UNDER
THIS AGREEMENT TO EXECUTE DOCUMENTS, TO SETTLE TRANSACTIONS, TO TAKE ACTION ON
BEHALF OF OR IN THE NAME OF THE TRUST AND TO MAKE AND RECEIVE PAYMENTS ON THE
DIRECTION OF THE ASSET MANAGER. WITH RESPECT TO ANY DIRECTION OF AN ASSET
MANAGER, THE TRUSTEE MAY ASSUME (I) THAT THE TRANSACTION WILL NOT CONSTITUTE A
PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, (II) THAT THE INVESTMENT IS
AUTHORIZED UNDER THE TERMS OF THIS AGREEMENT AND ANY OTHER AGREEMENT OR LAW
AFFECTING THE ASSET MANAGER'S AUTHORITY TO DEAL WITH THE DIRECTED FUND, (III)
THAT ANY CONTRACT, AGENCY, JOINDER, ADOPTION, PARTICIPATION OR PARTNERSHIP
AGREEMENT, DEED, ASSIGNMENT OR OTHER DOCUMENT OF ANY KIND WHICH THE TRUSTEE IS
REQUESTED OR REQUIRED TO EXECUTE TO EFFECTUATE THE TRANSACTION HAS BEEN REVIEWED
BY THE ASSET MANAGER AND, TO THE EXTENT IT DEEMS ADVISABLE AND PRUDENT, ITS
COUNSEL, AND (V) THAT ALL OTHER ACTS TO PERFECT AND PROTECT THE TRUST'S RIGHTS
HAVE BEEN TAKEN, AND THE TRUSTEE SHALL HAVE NO DUTY TO MAKE ANY INDEPENDENT
INQUIRY OR INVESTIGATION AS TO ANY OF THE FOREGOING BEFORE ACTING UPON SUCH
DIRECTION. IN ADDITION, THE TRUSTEE SHALL NOT BE LIABLE FOR THE DEFAULT OF ANY
PERSON WITH RESPECT TO ANY INVESTMENT VEHICLE OR ANY INVESTMENT IN A DIRECTED
FUND OR FOR THE FORM, GENUINENESS, VALIDITY, SUFFICIENCY OR EFFECT OF ANY
DOCUMENT EXECUTED BY, DELIVERED TO OR HELD BY IT FOR ANY DIRECTED FUND ON
ACCOUNT OF SUCH INVESTMENT, OR IF, FOR ANY REASON (OTHER THAN THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE TRUSTEE) ANY RIGHTS OF THE TRUST THEREIN SHALL LAPSE
OR SHALL BECOME UNENFORCEABLE OR WORTHLESS.
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6.5. MERGER OF FUNDS. THE TRUSTEE SHALL NOT HAVE ANY DISCRETIONARY
RESPONSIBILITY OR AUTHORITY TO MANAGE OR CONTROL ANY ASSET HELD IN A DIRECTED
FUND UPON THE RESIGNATION OR REMOVAL OF AN ASSET MANAGER UNLESS AND UNTIL IT HAS
BEEN NOTIFIED IN WRITING BY THE COMPANY OR THE ADMINISTRATIVE COMMITTEE THAT THE
ASSET MANAGER'S AUTHORITY HAS TERMINATED AND THAT SUCH DIRECTED FUND'S ASSETS
ARE TO BE INTEGRATED WITH THE DISCRETIONARY FUND. SUCH NOTICE SHALL NOT BE
DEEMED EFFECTIVE UNTIL TWO BANK BUSINESS DAYS AFTER IT HAS BEEN RECEIVED BY THE
TRUSTEE. THE TRUSTEE SHALL NOT BE LIABLE FOR ANY LOSSES TO THE TRUST FUND
RESULTING FROM THE DISPOSITION OF ANY INVESTMENT MADE BY THE ASSET MANAGER OR
FOR THE RETENTION OF ANY ILLIQUID OR UNMARKETABLE INVESTMENT OR ANY INVESTMENT
WHICH IS NOT WIDELY PUBLICLY TRADED OR FOR THE HOLDING OF ANY OTHER INVESTMENT
ACQUIRED BY THE ASSET MANAGER IF THE TRUSTEE IS UNABLE TO DISPOSE OF SUCH
INVESTMENT BECAUSE OF ANY RESTRICTIONS IMPOSED BY THE SECURITIES ACT OF 1933 OR
OTHER FEDERAL OR STATE LAW, OR IF AN ORDERLY LIQUIDATION OF SUCH INVESTMENT IS
IMPRACTICAL UNDER PREVAILING CONDITIONS, OR FOR FAILURE TO COMPLY WITH ANY
INVESTMENT LIMITATIONS IMPOSED PURSUANT TO SECTION 4.3 OR 5.1, OR FOR ANY OTHER
VIOLATION OF THE TERMS OF THIS AGREEMENT, THE PLAN OR APPLICABLE LAW AS A RESULT
OF THE ADDITION OF DIRECTED FUND ASSETS TO THE DISCRETIONARY FUND.
6.6. NOTIFICATION OF NAMED FIDUCIARY IN EVENT OF BREACH. IF THE
TRUSTEE HAS KNOWLEDGE OF A BREACH COMMITTED BY AN ASSET MANAGER, IT SHALL NOTIFY
THE ADMINISTRATIVE COMMITTEE IN WRITING, AND THE ADMINISTRATIVE COMMITTEE SHALL
THEREAFTER ASSUME FULL RESPONSIBILITY TO ALL PERSONS INTERESTED IN THE PLAN TO
REMEDY SUCH BREACH.
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6.7. DEFINITION OF KNOWLEDGE WITH RESPECT TO DIRECTED FUNDS. THE
PARTIES HERETO ACKNOWLEDGE THAT WHILE THE TRUSTEE WILL PERFORM CERTAIN DUTIES
(SUCH AS CUSTODIAL, REPORTING, RECORDING, VALUATION AND BOOKKEEPING FUNCTIONS)
WITH RESPECT TO DIRECTED FUNDS, SUCH DUTIES WILL NOT INVOLVE THE EXERCISE OF ANY
DISCRETIONARY AUTHORITY TO MANAGE OR CONTROL THE ASSETS OF THE DIRECTED FUNDS
AND WILL BE THE RESPONSIBILITY OF OFFICERS OR OTHER EMPLOYEES OF THE TRUSTEE WHO
ARE UNFAMILIAR WITH AND HAVE NO RESPONSIBILITY FOR INVESTMENT MANAGEMENT.
THEREFORE, IN THE EVENT THAT KNOWLEDGE OF THE TRUSTEE SHALL BE A PREREQUISITE TO
IMPOSING A DUTY UPON OR TO DETERMINING LIABILITY OF THE TRUSTEE UNDER THIS
AGREEMENT WITH RESPECT TO SUCH DIRECTED FUNDS OR ANY STATUTE REGULATING THE
CONDUCT OF THE TRUSTEE WITH RESPECT TO SUCH DIRECTED FUNDS OR RELIEVING THE
COMPANY OF ITS UNDERTAKINGS UNDER SECTION 16.2, THE TRUSTEE WILL NOT BE DEEMED
TO HAVE KNOWLEDGE OF, OR TO HAVE PARTICIPATED IN, ANY ACT OR OMISSION OF AN
ASSET MANAGER INVOLVING THE INVESTMENT OF ASSETS ALLOCATED TO THE DIRECTED FUNDS
AS A RESULT OF THE RECEIPT AND PROCESSING OF INFORMATION IN THE COURSE OF
PERFORMING SUCH DUTIES.
6.8. DUTY TO ENFORCE CLAIMS. THE TRUSTEE SHALL HAVE NO DUTY TO
COMMENCE OR MAINTAIN ANY ACTION, SUIT OR LEGAL PROCEEDING ON BEHALF OF THE TRUST
ON ACCOUNT OF OR GROWING OUT OF ANY INVESTMENT MADE IN OR FOR A DIRECTED FUND
UNLESS THE TRUSTEE HAS BEEN DIRECTED TO DO SO BY THE COMPANY OR ADMINISTRATIVE
COMMITTEE AND UNLESS THE TRUSTEE IS EITHER IN POSSESSION OF FUNDS SUFFICIENT FOR
SUCH PURPOSE OR HAS BEEN INDEMNIFIED TO ITS SATISFACTION FOR COUNSEL FEES, COSTS
AND OTHER EXPENSES AND LIABILITIES TO WHICH IT, IN ITS SOLE JUDGMENT, MAY BE
SUBJECTED BY BEGINNING OR MAINTAINING SUCH ACTION, SUIT OR LEGAL PROCEEDING.
6.9. RESTRICTIONS ON TRANSFER. NOTHING HEREIN SHALL BE DEEMED TO
EMPOWER ANY ASSET MANAGER TO DIRECT THE TRUSTEE TO TRANSFER ANY ASSET OF A
DIRECTED FUND TO ITSELF AS ASSET MANAGER EXCEPT FOR PURPOSES ENUMERATED IN
PARAGRAPHS (J) (L) OR (M) OF SECTION 7.1.
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ARTICLE VII
POWERS OF ASSET MANAGERS
7.1. GENERAL POWERS. WITHOUT IN ANY WAY LIMITING THE POWERS AND
DISCRETIONS CONFERRED UPON ANY ASSET MANAGER BY AGREEMENT OR BY LAW, EACH ASSET
MANAGER SHALL BE VESTED WITH THE FOLLOWING POWERS AND DISCRETIONS WITH RESPECT
TO THE ASSETS OF THE TRUST SUBJECT TO ITS MANAGEMENT AND CONTROL, AND, UPON THE
DIRECTIONS OF THE ASSET MANAGER OF A DIRECTED FUND, THE TRUSTEE SHALL MAKE,
EXECUTE, ACKNOWLEDGE AND DELIVER ANY AND ALL DOCUMENTS OF TRANSFER AND
CONVEYANCE AND ANY AND ALL OTHER INSTRUMENTS THAT MAY BE NECESSARY OR
APPROPRIATE TO ENABLE SUCH ASSET MANAGER TO CARRY OUT SUCH POWERS AND
DISCRETIONS:
(A) TO PURCHASE, SELL, EXCHANGE, CONVEY, TRANSFER OR OTHERWISE
ACQUIRE OR DISPOSE OF ANY PROPERTY BY PRIVATE CONTRACT OR AT PUBLIC AUCTION, AND
NO PERSON DEALING WITH THE ASSET MANAGER SHALL BE BOUND TO SEE TO THE
APPLICATION OF THE PURCHASE MONEY OR TO INQUIRE INTO THE VALIDITY, EXPEDIENCY OR
PROPRIETY OF ANY SUCH PURCHASE OR SALE OR OTHER ACQUISITION OR DISPOSITION;
(B) TO ENTER INTO CONTRACTS OR TO MAKE COMMITMENTS EITHER
ALONE OR IN COMPANY WITH OTHERS TO SELL OR ACQUIRE PROPERTY;
(C) TO PURCHASE OR SELL, WRITE OR ISSUE, PUTS, CALLS OR OTHER
OPTIONS, COVERED OR UNCOVERED, TO ENTER INTO FINANCIAL FUTURES CONTRACTS,
FORWARD PLACEMENT CONTRACTS AND STANDBY CONTRACTS, AND IN CONNECTION THEREWITH,
TO DEPOSIT, HOLD (OR DIRECT BANKERS, AS TRUSTEE OR IN ITS INDIVIDUAL CAPACITY,
TO DEPOSIT OR HOLD) OR PLEDGE ASSETS OF THE TRUST FUND;
(D) TO PURCHASE PART INTERESTS IN REAL PROPERTY OR IN
MORTGAGES ON REAL PROPERTY, WHEREVER SUCH REAL PROPERTY MAY BE SITUATED;
(E) TO LEASE TO OTHERS FOR ANY TERM WITHOUT REGARD TO THE
DURATION OF THE TRUST ANY REAL PROPERTY OR PART INTEREST IN REAL PROPERTY;
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(F) TO DELEGATE TO A MANAGER OR THE HOLDER OR HOLDERS OF A
MAJORITY INTEREST IN ANY REAL PROPERTY OR MORTGAGE ON REAL PROPERTY OR IN ANY
OIL, MINERAL OR GAS PROPERTIES, THE MANAGEMENT AND OPERATION OF ANY PART
INTEREST IN SUCH PROPERTY OR PROPERTIES (INCLUDING THE AUTHORITY TO SELL SUCH
PART INTERESTS OR OTHERWISE CARRY OUT THE DECISIONS OF SUCH MANAGER OR THE
HOLDER OR HOLDERS OF SUCH MAJORITY INTEREST);
(G) TO VOTE UPON ANY STOCKS, BONDS OR OTHER SECURITIES (BUT
SUBJECT TO THE SUSPENSION OF ANY VOTING RIGHTS AS A RESULT OF ANY BROKER LOAN OR
SIMILAR AGREEMENT AND SUBJECT FURTHER, WITH RESPECT TO THE VOTING OF COMPANY
STOCK AND MARRIOTT STOCK, TO THE PROVISIONS OF THE PLAN); TO GIVE GENERAL OR
SPECIAL PROXIES OR POWERS OF ATTORNEY WITH OR WITHOUT POWER OF SUBSTITUTION; TO
EXERCISE ANY CONVERSION PRIVILEGES, SUBSCRIPTION RIGHTS OR OTHER OPTIONS AND TO
MAKE ANY PAYMENTS INCIDENTAL THERETO; TO CONSENT TO OR OTHERWISE PARTICIPATE IN
CORPORATE REORGANIZATIONS OR OTHER CHANGES AFFECTING CORPORATE SECURITIES AND TO
DELEGATE DISCRETIONARY POWERS AND TO PAY ANY ASSESSMENTS OR CHARGES IN
CONNECTION THEREWITH; AND GENERALLY TO EXERCISE ANY OF THE POWERS OF AN OWNER
WITH RESPECT TO STOCKS, BONDS, SECURITIES OR OTHER PROPERTY;
(H) TO ORGANIZE CORPORATIONS UNDER THE LAWS OF ANY STATE FOR
THE PURPOSE OF ACQUIRING OR HOLDING TITLE TO PROPERTY (OR, IN THE CASE OF A
DIRECTED FUND, TO DIRECT THE TRUSTEE TO ORGANIZE SUCH CORPORATIONS OR TO APPOINT
AN ANCILLARY TRUSTEE ACCEPTABLE TO THE TRUSTEE FOR SUCH PURPOSE);
(I) TO INVEST IN A FUND CONSISTING OF SECURITIES ISSUED BY
CORPORATIONS AND SELECTED AND RETAINED SOLELY BECAUSE OF THEIR INCLUSION IN, AND
IN ACCORDANCE WITH, ONE OR MORE COMMONLY USED INDICES OF SUCH SECURITIES, WITH
THE OBJECTIVE OF PROVIDING INVESTMENT RESULTS FOR THE FUND WHICH APPROXIMATE THE
OVERALL PERFORMANCE OF SUCH DESIGNATED INDEX;
(J) TO ENTER INTO ANY PARTNERSHIP, AS A GENERAL OR LIMITED
PARTNER, OR JOINT VENTURE;
(K) TO PURCHASE UNITS OR CERTIFICATES ISSUED BY AN INVESTMENT
COMPANY OR POOLED TRUST OR COMPARABLE ENTITY;
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(L) TO TRANSFER MONEY OR OTHER PROPERTY TO AN INSURANCE
COMPANY ISSUING AN INSURANCE CONTRACT;
(M) TO TRANSFER ASSETS OF A DISCRETIONARY OR DIRECTED FUND TO
A COMMON, COLLECTIVE OR COMMINGLED TRUST FUND EXEMPT FROM TAX UNDER THE CODE
MAINTAINED BY THE TRUSTEE OR AN INVESTMENT MANAGER OR AN AFFILIATE OF AN
INVESTMENT MANAGER OR BY ANOTHER TRUSTEE WHO IS DESIGNATED BY THE NAMED
FIDUCIARY, TO BE HELD AND INVESTED SUBJECT TO ALL OF THE TERMS AND CONDITIONS
THEREOF, AND SUCH TRUST SHALL BE DEEMED ADOPTED AS PART OF THE TRUST AND THE
PLAN TO THE EXTENT THAT ASSETS OF THE TRUST ARE INVESTED THEREIN; PROVIDED,
HOWEVER, THAT ANY TRANSFER FROM A DIRECTED FUND TO THE GENERAL TRUST MAY BE MADE
ONLY WITH THE PRIOR APPROVAL OF THE TRUSTEE AND SHALL BE INVESTED ONLY IN ONE OR
MORE SHORT TERM INVESTMENT FUNDS OR OTHER SPECIAL PURPOSE FUNDS ESTABLISHED FROM
TIME TO TIME THEREUNDER; AND
(N) TO BE REIMBURSED FOR REASONABLE EXPENSES INCURRED IN
EXERCISING ANY OF THE FOREGOING POWERS OR TO PAY THE REASONABLE EXPENSES
INCURRED BY ANY AGENT, MANAGER OR TRUSTEE APPOINTED PURSUANT HERETO.
7.2. ADDITIONAL POWERS OF TRUSTEE. IN ADDITION, THE TRUSTEE IS
HEREBY AUTHORIZED:
(A) TO REGISTER ANY SECURITIES HELD IN THE TRUST FUND IN ITS
OWN NAME OR IN THE NAME OF A NOMINEE AND TO HOLD ANY SECURITIES IN BEARER FORM,
AND TO COMBINE CERTIFICATES REPRESENTING SUCH SECURITIES WITH CERTIFICATES OF
THE SAME ISSUE HELD BY THE TRUSTEE IN OTHER FIDUCIARY OR REPRESENTATIVE
CAPACITIES OR AS AGENT FOR CUSTOMERS, OR TO DEPOSIT OR TO ARRANGE FOR THE
DEPOSIT OF SUCH SECURITIES IN ANY QUALIFIED CENTRAL DEPOSITORY EVEN THOUGH, WHEN
SO DEPOSITED, SUCH SECURITIES MAY BE MERGED AND HELD IN BULK IN THE NAME OF THE
NOMINEE OF SUCH DEPOSITORY WITH OTHER SECURITIES DEPOSITED THEREIN BY OTHER
DEPOSITORS, OR TO DEPOSIT OR ARRANGE FOR THE DEPOSIT OF ANY SECURITIES ISSUED BY
THE UNITED STATES GOVERNMENT, OR ANY AGENCY OR INSTRUMENTALITY THEREOF, WITH A
FEDERAL RESERVE BANK, BUT THE BOOKS AND RECORDS OF THE TRUSTEE SHALL AT ALL
TIMES SHOW THAT ALL SUCH INVESTMENTS ARE PART OF THE TRUST FUND;
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(B) TO EMPLOY SUITABLE AGENTS, DEPOSITORIES AND COUNSEL,
DOMESTIC OR FOREIGN, AND TO CHARGE THEIR REASONABLE EXPENSES AND COMPENSATION
AGAINST THE TRUST FUND, AND TO CONFER UPON ANY SUCH DEPOSITORY THE POWERS
CONFERRED UPON THE TRUSTEE BY PARAGRAPH (A) OF THIS SECTION 7.2 AS WELL AS THE
POWER TO APPOINT SUBAGENTS AND DEPOSITORIES, WHEREVER SITUATED, IN CONNECTION
WITH THE RETENTION OF SECURITIES OR OTHER PROPERTY;
(C) WITH THE CONSENT OF THE ADMINISTRATIVE COMMITTEE, TO
BORROW MONEY FROM ANY SOURCE AS MAY BE NECESSARY OR ADVISABLE TO EFFECTUATE THE
PURPOSES OF THE TRUST ON SUCH TERMS AND CONDITIONS AS THE TRUSTEE MAY DEEM
ADVISABLE;
(D) TO DEPOSIT ANY FUNDS OF THE TRUST IN ACCOUNTS DEPOSITS OR
SAVINGS CERTIFICATES, WHICH BEAR A REASONABLE RATE OF INTEREST, ISSUED AND
MAINTAINED BY BANKERS TRUST COMPANY, IN ITS SEPARATE CORPORATE CAPACITY, OR IN
ANY OTHER INSTITUTION AFFILIATED WITH BANKERS TRUST COMPANY;
(E) TO COMPROMISE, COMPOUND, SUBMIT TO ARBITRATION OR SETTLE
ANY DEBT OR OBLIGATION OWING TO OR FROM OR OTHERWISE ADJUST ALL CLAIMS IN FAVOR
OF OR AGAINST THE TRUST FUND OTHER THAN CLAIMS SOLELY AFFECTING THE RIGHT OF ANY
PERSON TO BENEFITS UNDER THE PLAN; TO REDUCE OR INCREASE THE RATE OF INTEREST OR
EXTEND, OR OTHERWISE MODIFY, FORECLOSE UPON DEFAULT, OR ENFORCE ANY SUCH DEBT OR
OBLIGATION; TO SUE OR DEFEND SUITS OR LEGAL PROCEEDINGS TO PROTECT ANY INTEREST
IN THE TRUST AND TO REPRESENT THE TRUST IN ALL SUITS OR LEGAL PROCEEDINGS IN ANY
COURT OR BEFORE ANY OTHER ADMINISTRATIVE AGENCY, BODY OR TRIBUNAL;
(F) TO MAKE ANY DISTRIBUTION OR TRANSFER OF ASSETS AS OF A
VALUATION DATE AUTHORIZED UNDER ARTICLE X OR XI OR TO EFFECTUATE PARTICIPANTS'
RIGHTS UNDER THE PLAN IN CASH OR IN KIND, TO THE EXTENT PERMITTED UNDER THE
PLAN, AND, IN FURTHERANCE THEREOF, TO VALUE SUCH ASSETS, WHICH VALUATION SHALL
BE CONCLUSIVE AND BINDING ON ALL PERSONS;
(G) TO HOLD UNINVESTED CASH AWAITING INVESTMENT, WITHOUT
INCURRING ANY LIABILITY FOR THE PAYMENT OF INTEREST THEREON; AND
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(H) CONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, TO
PERFORM ALL ACTS (WHETHER OR NOT EXPRESSLY AUTHORIZED HEREIN) WHICH IT MAY DEEM
NECESSARY AND PRUDENT FOR THE PROTECTION OF THE ASSETS OF THE TRUST.
7.3. LIMITATION OF POWERS. THE FOREGOING PROVISIONS OF THIS ARTICLE
VII SHALL NOT BE DEEMED TO EXPAND THE PERMISSIBLE INVESTMENTS FOR ANY INVESTMENT
FUND UNDER SECTION 5.1 OR TO LIMIT THE POWER OF THE COMPANY AND THE
ADMINISTRATIVE COMMITTEE TO RESTRICT THE EXERCISE OF SUCH POWERS BY AN ASSET
MANAGER AS PROVIDED IN SECTION 4.3. IN ADDITION, ANY POWERS CONFERRED ON THE
TRUSTEE OR ANY OTHER ASSET MANAGER THEREUNDER MAY BE SUSPENDED OR REVOKED AT ANY
TIME BY THE COMPANY UPON NOTICE TO THE ASSET MANAGER OR THE TRUSTEE, AS THE CASE
MAY BE. ANY ORAL NOTICE HEREUNDER SHALL BE PROMPTLY CONFIRMED IN WRITING TO THE
TRUSTEE AND THE ASSET MANAGER, BUT THE TRUSTEE SHALL HAVE NO RESPONSIBILITY
HEREUNDER UNLESS AND UNTIL IT HAS RECEIVED NOTICE IN ACCORDANCE WITH SECTION
15.5.
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ARTICLE VIII
RECORDS AND ACCOUNTS OF TRUSTEE
8.1. RECORDS. THE TRUSTEE SHALL KEEP ACCURATE AND DETAILED ACCOUNTS
OF ALL INVESTMENTS, RECEIPTS, DISBURSEMENTS AND OTHER TRANSACTIONS IN THE TRUST
FUND AND ALL ACCOUNTS, BOOKS AND RECORDS RELATING THERETO SHALL BE OPEN TO
INSPECTION AND AUDIT AT ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS BY ANY
PERSON DESIGNATED BY THE COMPANY.
8.2. ANNUAL ACCOUNT. WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE CLOSE
OF EACH ACCOUNTING PERIOD, THE TRUSTEE SHALL FILE WITH THE ACCOUNT PARTY, IN
ACCORDANCE WITH SECTION 15.5, A WRITTEN ACCOUNT SETTING FORTH THE RECEIPTS AND
DISBURSEMENTS OF THE TRUST FUND AND THE INVESTMENTS AND OTHER TRANSACTIONS
EFFECTED BY IT UPON ITS OWN AUTHORITY OR PURSUANT TO THE DIRECTIONS OF ANY
PERSON AS HEREIN PROVIDED DURING THE ACCOUNTING PERIOD.
8.3. PERIODIC ACCOUNT. IF SO REQUIRED BY THE TERMS OF THE PLAN AND
AGREED TO BY THE TRUSTEE, WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSE OF EACH
CALENDAR MONTH, CALENDAR QUARTER OR OTHER TIME PERIOD (BUT NOT MORE FREQUENTLY
THAN MONTHLY) THE TRUSTEE SHALL PROVIDE THE ACCOUNT PARTY WITH, IN ACCORDANCE
WITH SECTION 15.5, A WRITTEN ACCOUNT FOR THE PLAN, SETTING FORTH THE RECEIPTS
AND DISBURSEMENTS OF THE TRUST FUND AND THE INVESTMENTS AND OTHER TRANSACTIONS
EFFECTED BY IT UPON ITS OWN AUTHORITY OR PURSUANT TO THE DIRECTIONS OF ANY
PERSON AS HEREIN PROVIDED DURING SUCH PERIOD; PROVIDED, HOWEVER, THAT SUCH
WRITTEN ACCOUNT SHALL BE LIMITED TO AN ACCOUNTING OF INVESTMENTS AND
TRANSACTIONS IN THE TRUST FUND AND SHALL NOT AFFECT THE RESPONSIBILITIES OF THE
PARTIES, IF ANY, UNDER SECTION 2.2 HEREIN.
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8.4. ACCOUNT STATED. UPON THE EXPIRATION OF NINETY (90) DAYS FROM THE
DATE OF FILING ITS ANNUAL ACCOUNT WITH THE ACCOUNT PARTY, THE TRUSTEE SHALL BE
FOREVER RELEASED AND DISCHARGED FROM ALL LIABILITY AND FURTHER ACCOUNTABILITY TO
THE COMPANY, THE ACCOUNT PARTY OR ANY OTHER PERSON WITH RESPECT TO THE ACCURACY
OF SUCH ACCOUNTING PROVIDED, HOWEVER, THAT SUCH RELEASE SHALL NOT EXTEND TO
INVESTMENTS OR TRANSACTION WHICH THE ACCOUNT PARTY OR THE COMPANY COULD NOT IN
THE EXERCISE OF REASONABLE DILIGENCE HAVE DISCOVERED A BASIS FOR OBJECTION
WITHIN SUCH NINETY (90) DAYS.
8.5. JUDICIAL ACCOUNTINGS. NOTHING HEREIN SHALL IN ANY WAY LIMIT THE
TRUSTEE'S OR NAMED FIDUCIARY'S (AT THE REASONABLE EXPENSE OF THE TRUST) RIGHT TO
BRING ANY ACTION OR PROCEEDING IN A COURT OF COMPETENT JURISDICTION TO SETTLE
THE TRUSTEE'S ACCOUNT OR FOR SUCH OTHER RELIEF AS EITHER MAY DEEM APPROPRIATE.
8.6. NECESSARY PARTIES. EXCEPT TO THE EXTENT THAT SECTIONS 502 AND
504 OF ERISA MAY PROVIDE OTHERWISE, IN ORDER TO PROTECT THE TRUST FUND FROM THE
EXPENSE OF LITIGATION, NO PERSON OTHER THAN THE COMPANY OR THE ADMINISTRATIVE
COMMITTEE SHALL BE A NECESSARY PARTY IN ANY PROCEEDING UNDER SECTION 8.5 OR MAY
REQUIRE THE TRUSTEE TO ACCOUNT OR MAY INSTITUTE ANY OTHER ACTION OR PROCEEDING
AGAINST THE TRUSTEE OR THE TRUST.
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ARTICLE IX
COMPENSATION, TAXES AND EXPENSES
9.1. COMPENSATION AND EXPENSES. ANY REASONABLE EXPENSES INCURRED BY
THE TRUSTEE IN CONNECTION WITH ITS ADMINISTRATION OF THE TRUST INCLUDING, BUT
NOT LIMITED TO, FEES FOR LEGAL SERVICES RENDERED TO THE TRUSTEE (WHETHER OR NOT
RENDERED IN CONNECTION WITH A JUDICIAL OR ADMINISTRATIVE PROCEEDING), SUCH
COMPENSATION TO THE TRUSTEE AS SHALL BE AGREED UPON FROM TIME TO TIME IN WRITING
BETWEEN THE TRUSTEE AND THE ACCOUNT PARTY, AND ALL OTHER PROPER CHARGES AND
DISBURSEMENTS OF THE TRUSTEE, SHALL BE PAID FROM THE TRUST FUND, UNLESS PAID BY
THE COMPANY. ANYTHING IN THE PRECEDING SENTENCE TO THE CONTRARY NOTWITHSTANDING,
THE COMPANY SHALL REIMBURSE THE TRUSTEE FOR ANY SUCH FEES AND EXPENSES IF FOR
ANY REASON SUCH EXPENSES ARE NOT PAID OUT OF THE TRUST FUND. THE TRUSTEE'S
ENTITLEMENT TO REIMBURSEMENT HEREUNDER SHALL NOT BE AFFECTED BY THE RESIGNATION
OR REMOVAL OF THE TRUSTEE OR BY THE TERMINATION OF THE TRUST. THE COMPANY OR
ADMINISTRATIVE COMMITTEE MAY DIRECT THE TRUSTEE TO PAY FROM THE TRUST FUND ANY
OTHER ADMINISTRATION EXPENSES OF THE PLAN. EACH DIRECTION TO THE TRUSTEE UNDER
THIS SECTION AND SECTION 9.3 SHALL CONSTITUTE A CERTIFICATION BY THE COMPANY OR
ADMINISTRATIVE COMMITTEE THAT SUCH DIRECTION IS IN ACCORDANCE WITH APPLICABLE
LAW, THE TERMS OF THE PLAN AND THE TERMS OF THIS AGREEMENT, AND THE TRUSTEE
SHALL HAVE NO DUTY TO MAKE ANY INDEPENDENT INQUIRY OR INVESTIGATION AS TO ANY OF
THE FOREGOING BEFORE ACTING UPON SUCH DIRECTION.
9.2. TAXES. ALL TAXES OF ANY AND ALL KINDS WHATSOEVER THAT MAY BE
LEVIED OR ASSESSED UNDER EXISTING OR FUTURE LAWS, DOMESTIC OR FOREIGN, UPON THE
TRUST FUND OR THE INCOME THEREOF SHALL BE PAID FROM THE TRUST FUND.
THE TRUSTEE SHALL NOTIFY THE ACCOUNT PARTY OF ANY TAXES THAT MAY BE
ASSESSED. IN THE EVENT THAT THE COMPANY OR ADMINISTRATIVE COMMITTEE SHALL
DETERMINE THAT THE TAXES ARE NOT LAWFULLY ASSESSED, IT MAY ELECT TO DIRECT THE
TRUSTEE AT THE EXPENSE OF THE TRUST, OR MAY ITSELF, CONTEST SUCH ASSESSMENT.
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9.3. ALLOCATION. ANY TAX OR EXPENSE PAID FROM THE TRUST FUND
HEREUNDER WHICH IS DETERMINED BY THE COMPANY OR ADMINISTRATIVE COMMITTEE TO BE
SPECIFICALLY ALLOCABLE TO ONE OR MORE INVESTMENT FUNDS, SHALL BE CHARGED AGAINST
SUCH INVESTMENT FUNDS, IN SUCH PROPORTIONS AS THE COMPANY OR ADMINISTRATIVE
COMMITTEE SHALL DIRECT THE TRUSTEE. ANY EXPENSE WHICH IS ALLOCABLE TO ALL OF THE
INVESTMENT FUNDS SHALL BE CHARGED AGAINST THE TRUST FUND AS A WHOLE.
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ARTICLE X
RESIGNATION OR REMOVAL OF TRUSTEE
10.1. RESIGNATION OR REMOVAL. THE TRUSTEE MAY BE REMOVED BY THE
COMPANY AT ANY TIME UPON TEN (10) DAYS' NOTICE IN WRITING TO THE TRUSTEE. THE
TRUSTEE MAY RESIGN AT ANY TIME UPON THIRTY (30) DAYS' NOTICE IN WRITING TO THE
COMPANY.
10.2. DESIGNATION OF A SUCCESSOR. UPON THE REMOVAL OR RESIGNATION OF
THE TRUSTEE, THE COMPANY SHALL APPOINT A SUCCESSOR TRUSTEE WHO SHALL HAVE THE
SAME POWERS AND DUTIES AS THOSE CONFERRED UPON THE TRUSTEE HEREUNDER, AND UPON
ACCEPTANCE OF SUCH APPOINTMENT BY THE SUCCESSOR TRUSTEE, THE TRUSTEE SHALL
ASSIGN, TRANSFER AND PAY OVER THE TRUST FUND TO SUCH SUCCESSOR TRUSTEE. IF, FOR
ANY REASON, THE COMPANY CANNOT OR DOES NOT ACT TO APPOINT A SUCCESSOR TRUSTEE
PRIOR TO EXPIRATION OF THE NOTICE PERIOD, IN THE EVENT OF THE RESIGNATION OR
REMOVAL OF THE TRUSTEE, THE TRUSTEE MAY APPLY TO A COURT OF COMPETENT
JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR TRUSTEE. ANY REASONABLE EXPENSES
INCURRED BY THE TRUSTEE IN CONNECTION THEREWITH SHALL BE CHARGED TO AND PAID
FROM THE TRUST FUND AS AN EXPENSE OF ADMINISTRATION.
10.3. RESERVE FOR EXPENSES. THE TRUSTEE IS AUTHORIZED TO RESERVE SUCH
AMOUNT AS IT MAY REASONABLY DEEM ADVISABLE FOR PAYMENTS OF ITS REASONABLE FEES
AND EXPENSES IN CONNECTION WITH THE SETTLEMENT OF ITS ACCOUNT OR OTHERWISE, AND
ANY BALANCE OF SUCH RESERVE REMAINING AFTER THE PAYMENT OF SUCH FEES AND
EXPENSES SHALL BE PAID OVER IN ACCORDANCE WITH THE DIRECTIONS OF THE COMPANY
UNDER 10.2. THE TRUSTEE IS AUTHORIZED TO INVEST SUCH RESERVES IN ANY INVESTMENT
AUTHORIZED UNDER THE TERMS OF THIS AGREEMENT APPROPRIATE FOR THE TEMPORARY
INVESTMENT OF CASH RESERVES OF TRUSTS. IN LIEU OF SUCH RESERVE, THE COMPANY MAY
UNDERTAKE, PURSUANT TO AN AGREEMENT IN FORM SATISFACTORY TO BANKERS, TO HOLD
BANKERS HARMLESS AND FREE FROM LOSS AGAINST SUCH FEES AND EXPENSES.
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ARTICLE XI
WITHDRAWAL OF PLAN
11.1. EVENT OF WITHDRAWAL. UPON RECEIPT OF NOTICE FROM THE COMPANY OF
THE TERMINATION (INCLUDING ANY PARTIAL TERMINATION) AND DISTRIBUTION OF THE
ASSETS OF THE PLAN FROM THE TRUST, THE TRUSTEE SHALL SEGREGATE THE SHARE OF THE
ASSETS OF THE TRUST ALLOCABLE TO THE PLAN, OR PART THEREOF, AND SHALL DISPOSE OF
SUCH ASSETS IN ACCORDANCE WITH THE DIRECTIONS OF THE COMPANY.
11.2. DISQUALIFICATION. THE COMPANY SHALL PROMPTLY NOTIFY THE
TRUSTEE IF THE PLAN HAS BEEN DISQUALIFIED UNDER SECTION 401 OF THE CODE.
11.3. APPROVAL OF APPROPRIATE AGENCIES. ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE TRUSTEE MAY CONDITION ITS DELIVERY, TRANSFER, OR
DISTRIBUTION OF ANY ASSETS UPON THE TRUSTEE RECEIVING ASSURANCES SATISFACTORY
THAT THE APPROVAL OF APPROPRIATE GOVERNMENTAL OR OTHER AUTHORITIES HAS BEEN
SECURED AND THAT ALL NOTICES AND OTHER PROCEDURES REQUIRED BY APPLICABLE LAW
HAVE BEEN COMPLIED WITH.
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ARTICLE XII
AMENDMENT OR TERMINATION
12.1. AMENDMENT. SUBJECT TO SECTION 1.4, THE COMPANY RESERVES THE
RIGHT AT ANY TIME AND FROM TIME TO TIME TO AMEND, IN WHOLE OR IN PART, ANY OR
ALL OF THE PROVISIONS OF THIS AGREEMENT BY NOTICE THEREOF IN WRITING DELIVERED
TO THE TRUSTEE; PROVIDED, HOWEVER, NO AMENDMENT WHICH AFFECTS THE RIGHTS, DUTIES
OR RESPONSIBILITIES OF THE TRUSTEE MAY BE MADE WITHOUT ITS PRIOR WRITTEN
CONSENT.
12.2. TERMINATION. SUBJECT TO SECTION 1.4, THE COMPANY RESERVES THE
RIGHT TO TERMINATE THIS AGREEMENT BY NOTICE IN WRITING THEREOF DELIVERED TO THE
TRUSTEE. IN THE EVENT OF TERMINATION, THE TRUSTEE SHALL DISPOSE OF THE TRUST
FUND, AFTER THE PAYMENT OF OR OTHER PROVISION FOR ALL OF ITS EXPENSES (INCLUDING
ANY REASONABLE COMPENSATION TO WHICH THE TRUSTEE MAY BE ENTITLED), ALL IN
ACCORDANCE WITH THE WRITTEN DIRECTIONS OF THE COMPANY. IN THE EVENT THAT
TERMINATION RESULTS FROM THE REMOVAL OF THE TRUSTEE OR THE WITHDRAWAL OF THE
PLAN, THEN SUCH DISPOSITION SHALL BE IMPLEMENTED IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE X OR ARTICLE XI, AS THE CASE MAY BE.
12.3. TRUSTEE'S AUTHORITY TO SURVIVE TERMINATION. UNTIL THE FINAL
DISTRIBUTION OF THE TRUST FUND, THE TRUSTEE SHALL CONTINUE TO HAVE AND MAY
EXERCISE ALL OF THE POWERS AND DISCRETIONS CONFERRED UPON IT BY THIS AGREEMENT.
-29-
ARTICLE XIII
TENDER OFFERS
13.1. IN GENERAL. IN THE EVENT THAT ANY PERSON (OTHER THAN THE
COMPANY OR ANY AFFILIATE THEREOF) SHALL MAKE A PUBLIC OFFER FOR COMPANY STOCK
HELD IN THE COMMON STOCK FUND, OR THE MARRIOTT STOCK HELD IN THE MARRIOTT STOCK
FUND, THE COMPANY UNDERTAKES TO PROVIDE PROMPTLY A COPY OF THE OFFER, AND ANY
OTHER MATERIAL INFORMATION CONCERNING SUCH OFFER, TO EACH PLAN PARTICIPANT
(INCLUDING, FOR THE PURPOSES OF THIS ARTICLE XIII, ANY BENEFICIARY OF A DECEASED
PARTICIPANT) WHO HAS AN INTEREST IN THE COMMON STOCK FUND OR THE MARRIOTT STOCK
FUND WITH A FORM FOR FURNISHING TO THE TRUSTEE TIMELY INSTRUCTIONS AS TO WHETHER
THE COMPANY STOCK OR THE MARRIOTT STOCK ALLOCATED TO PARTICIPANTS' ACCOUNTS FOR
PURPOSES OF THIS ARTICLE XIII SHOULD BE TENDERED. EACH PARTICIPANT MAY ELECT
THAT ALL, BUT NOT LESS THAN ALL, OF THE COMPANY STOCK OR THE MARRIOTT STOCK
ALLOCATED TO HIS ACCOUNT BE TENDERED BY THE TRUSTEE ON HIS BEHALF. UPON TIMELY
RECEIPT OF INSTRUCTIONS FROM A PARTICIPANT TO SO TENDER, THE TRUSTEE SHALL
TENDER ALL SUCH COMPANY STOCK OR MARRIOTT STOCK ALLOCATED TO SUCH PARTICIPANT'S
ACCOUNT. ANY COMPANY STOCK OR MARRIOTT STOCK HELD BY THE TRUSTEE AS TO WHICH IT
RECEIVES EITHER NO INSTRUCTION OR INCOMPLETE INSTRUCTIONS FROM A PARTICIPANT TO
WHOSE ACCOUNT SUCH STOCK IS ALLOCATED SHALL NOT BE TENDERED. IN THE EVENT THAT
PARTICIPANTS' INSTRUCTIONS CANNOT OTHERWISE BE RETURNED TO THE TRUSTEE IN A
TIMELY FASHION, THE COMPANY AGREES TO COLLECT AND TABULATE SUCH INSTRUCTIONS IN
A MANNER THAT WILL ASSURE A CONFIDENTIAL AND ACCURATE TABULATION AND TIMELY
TENDER BY THE TRUSTEE. ANY SECURITIES OR OTHER PROPERTY RECEIVED BY THE TRUSTEE
AS A RESULT OF HAVING TENDERED COMPANY STOCK OR MARRIOTT STOCK, AS HEREINABOVE
PROVIDED, SHALL BE HELD, AND ANY CASH SO RECEIVED SHALL BE INVESTED IN SHORT
TERM INVESTMENTS, PENDING ANY FURTHER ACTION WHICH THE TRUSTEE MAY BE REQUIRED
OR DIRECTED TO TAKE PURSUANT TO THE PLAN. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, DURING THE PERIOD OF ANY PUBLIC OFFER FOR COMPANY
STOCK, THE TRUSTEE SHALL REFRAIN FROM MAKING PURCHASES OF COMPANY STOCK UNDER
THIS AGREEMENT. IN ADDITION TO ANY COMPENSATION OR EXPENSES PROVIDED UNDER
SECTION 9.1, THE TRUSTEE SHALL BE ENTITLED TO REASONABLE COMPENSATION AND
REIMBURSEMENT FOR ITS OUT-OF-POCKET EXPENSES FOR ANY SERVICES DIRECTLY
ATTRIBUTABLE TO THE DUTIES AND RESPONSIBILITIES DESCRIBED IN THIS SECTION.
-30-
13.2. TRUSTEE'S INDEMNIFICATION. IN ADDITION TO ANY OTHER CLAIMS THE
TRUSTEE MAY HAVE UNDER THIS AGREEMENT OR BY LAW, THE COMPANY HEREBY AGREES TO
HOLD THE TRUSTEE HARMLESS AND TO INDEMNIFY THE TRUSTEE FROM AND AGAINST ANY AND
ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, ANY AND ALL EXPENSES REASONABLY INCURRED IN INVESTIGATING,
PREPARING OR DEFENDING AGAINST ANY LITIGATION OR PROCEEDING, COMMENCED OR
THREATENED, OR ANY CLAIM WHATSOEVER), (A) ARISING OUT OF, RELATING TO OR IN
CONNECTION WITH ANY PUBLIC OFFER OF THE KIND REFERRED TO ABOVE, WHETHER IN
RESPECT OF THE SOLICITATION OF DIRECTIONS FROM PLAN PARTICIPANTS, OR TABULATING,
REPORTING OR ACTING UPON SUCH DIRECTIONS OR OTHERWISE, OR (B) ARISING OUT OF OR
BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT CONTAINED IN ANY
INSTRUMENT, DOCUMENT OR OTHER MATERIAL FURNISHED BY OR THROUGH THE COMPANY TO
PLAN PARTICIPANTS, OR OTHERWISE USED BY THE COMPANY OR AUTHORIZED BY IT FOR USE
IN RESPECT OF, ANY SUCH PUBLIC OFFER OR ARISING OUT OF OR BASED UPON AN OMISSION
OR ALLEGED OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED OR NECESSARY
TO MAKE OTHER STATEMENTS MADE IN ANY SUCH MATERIAL NOT MISLEADING, EXCEPT,
SOLELY IN THE CASE OF INDEMNIFICATION PURSUANT TO CLAUSE (A), FOR A LOSS, CLAIM,
DAMAGE, LIABILITY OR EXPENSE PRIMARILY ATTRIBUTABLE TO THE BAD FAITH OR GROSS
NEGLIGENCE OF THE TRUSTEE.
-31-
ARTICLE XIV
AUTHORITIES
14.1. COMPANY. WHENEVER THE PROVISIONS OF THIS AGREEMENT SPECIFICALLY
REQUIRE OR PERMIT ANY ACTION TO BE TAKEN BY "THE COMPANY", SUCH ACTION MUST BE
AUTHORIZED GENERALLY BY ITS BOARD OF DIRECTORS. ANY RESOLUTION ADOPTED BY THE
BOARD OF DIRECTORS OR OTHER EVIDENCE OF SUCH AUTHORIZATION SHALL BE CERTIFIED TO
THE TRUSTEE BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE COMPANY, AND THE
TRUSTEE MAY RELY UPON ANY AUTHORIZATION SO CERTIFIED UNTIL REVOKED OR MODIFIED
BY A FURTHER ACTION OF THE BOARD OF DIRECTORS SIMILARLY CERTIFIED TO THE
TRUSTEE.
14.2. NAMED FIDUCIARY AND COMMITTEE. THE COMPANY SHALL FURNISH THE
TRUSTEE FROM TIME TO TIME WITH A LIST OF THE NAMES AND SIGNATURES OF ALL PERSONS
(OTHER THAN THE COMPANY) AUTHORIZED HEREUNDER: (I) TO RECEIVE ACCOUNTINGS UNDER
SECTION 1.2(A); (II) AS MEMBERS OF THE ADMINISTRATIVE COMMITTEE; OR (III) IN ANY
MANNER AUTHORIZED TO ISSUE ORDERS, NOTICES, REQUESTS, INSTRUCTIONS AND
OBJECTIONS TO THE TRUSTEE PURSUANT TO THE PROVISIONS OF THIS AGREEMENT. ANY SUCH
LIST AND THE FORM OF THE INSTRUCTIONS SHALL BE CERTIFIED TO THE TRUSTEE BY THE
SECRETARY OR AN ASSISTANT SECRETARY OF THE COMPANY (OR BY THE SECRETARY OR AN
ASSISTANT SECRETARY OF ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY WHICH, IN THE
OPINION OF COUNSEL TO THE COMPANY, HAS NOT DELEGATED THAT AUTHORITY TO THE
COMPANY) AND MAY BE RELIED UPON FOR ACCURACY AND COMPLETENESS BY THE TRUSTEE.
EACH SUCH PERSON SHALL THEREUPON FURNISH THE TRUSTEE WITH A LIST OF THE NAMES
AND SIGNATURES OF THOSE INDIVIDUALS, IF ANY, WHO ARE AUTHORIZED, JOINTLY OR
SEVERALLY OR OTHERWISE, TO ACT FOR SUCH PERSON HEREUNDER, AND THE TRUSTEE SHALL
BE FULLY PROTECTED IN ACTING UPON ANY NOTICES OR DIRECTIONS RECEIVED FROM ANY OF
THEM.
14.3. INVESTMENT MANAGER. THE ADMINISTRATIVE COMMITTEE SHALL CAUSE
EACH INVESTMENT MANAGER TO FURNISH THE TRUSTEE FROM TIME TO TIME WITH THE NAMES
AND SIGNATURES OF THOSE PERSONS AUTHORIZED TO DIRECT THE TRUSTEE ON ITS BEHALF
HEREUNDER.
-32-
14.4. FORM OF COMMUNICATIONS. ANY AGREEMENT OR UNDERSTANDING BETWEEN
THE COMPANY AND ANY PERSON (INCLUDING AN INVESTMENT MANAGER) OR ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, ALL NOTICES,
DIRECTIONS AND OTHER COMMUNICATIONS TO THE TRUSTEE SHALL BE IN WRITING OR IN
SUCH OTHER FORM, SPECIFICALLY AGREED TO IN WRITING BY THE ADMINISTRATIVE
COMMITTEE AND THE TRUSTEE. THE TRUSTEE SHALL BE FULLY PROTECTED IN ACTING IN
ACCORDANCE THEREWITH, BUT SHALL NOT THEREBY ASSUME RESPONSIBILITY FOR THE
FAILURE OR BREAKDOWN OF ANY SUCH MEANS OF COMMUNICATION NOT DUE TO ITS OWN
NEGLIGENCE OR WILLFUL MISCONDUCT.
14.5. CONTINUATION OF AUTHORITY. THE TRUSTEE SHALL HAVE THE RIGHT TO
ASSUME, IN THE ABSENCE OF WRITTEN NOTICE TO THE CONTRARY, THAT NO EVENT
CONSTITUTING A CHANGE IN THE COMPOSITION OR AUTHORITY OF THE COMPANY OR
MEMBERSHIP OF THE ADMINISTRATIVE COMMITTEE OR TERMINATING THE AUTHORITY OF ANY
PERSON, INCLUDING ANY INVESTMENT MANAGER, HAS OCCURRED.
14.6. NO OBLIGATION TO ACT ON UNSATISFACTORY NOTICE. THE TRUSTEE
SHALL INCUR NO LIABILITY UNDER THIS AGREEMENT FOR ANY FAILURE TO ACT PURSUANT TO
ANY NOTICE, DIRECTION OR ANY OTHER COMMUNICATION FROM ANY INVESTMENT MANAGER,
THE COMPANY, THE ADMINISTRATIVE COMMITTEE, OR ANY OTHER PERSON OR THE DESIGNEE
OF ANY OF THEM UNLESS AND UNTIL IT SHALL HAVE RECEIVED INSTRUCTIONS IN FORM
SPECIFIED IN THIS ARTICLE XIV.
-33-
ARTICLE XV
GENERAL PROVISIONS
15.1. GOVERNING LAW. TO THE EXTENT THAT STATE LAW SHALL NOT HAVE BEEN
PREEMPTED BY THE PROVISIONS OF ERISA OR ANY OTHER LAW OF THE UNITED STATES
HERETOFORE OR HEREAFTER ENACTED, THIS AGREEMENT SHALL BE ADMINISTERED, CONSTRUED
AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.
15.2. ENTIRE AGREEMENT. THE TRUSTEE'S DUTIES AND RESPONSIBILITIES TO
THE PLAN OR ANY PERSON INTERESTED THEREIN SHALL BE LIMITED TO THOSE SPECIFICALLY
SET FORTH IN THIS AGREEMENT. NO AMENDMENT TO THE PLAN OR AGREEMENT OR INSTRUMENT
AFFECTING THE PLAN OR ANY OTHER DOCUMENT SHALL AFFECT THE TRUSTEE'S DUTIES OR
RESPONSIBILITIES HEREUNDER WITHOUT ITS PRIOR WRITTEN CONSENT.
15.3. RELIANCE ON EXPERTS. THE TRUSTEE MAY CONSULT WITH EXPERTS (WHO
MAY BE EXPERTS EMPLOYED BY THE COMPANY) INCLUDING LEGAL COUNSEL, APPRAISERS,
PRICING SERVICES, ACCOUNTANTS OR ACTUARIES, SELECTED BY IT WITH DUE CARE WITH
RESPECT TO THE MEANING AND CONSTRUCTION OF THIS AGREEMENT OR ANY PROVISION
HEREOF, OR CONCERNING ITS POWERS AND DUTIES HEREUNDER. THE TRUSTEE SHALL BE
PROTECTED, TO THE EXTENT PERMITTED BY LAW, FOR ANY ACTION TAKEN OR OMITTED BY IT
IN GOOD FAITH PURSUANT TO OR ON THE BASIS OF THE OPINION OF ANY SUCH EXPERT.
15.4. SUCCESSOR TO THE TRUSTEE. ANY SUCCESSOR, BY MERGER OR
OTHERWISE, TO SUBSTANTIALLY ALL OF THE TRUST BUSINESS OF BANKERS SHALL
AUTOMATICALLY AND WITHOUT FURTHER ACTION BECOME THE TRUSTEE HEREUNDER, SUBJECT
TO ALL THE DUTIES, OBLIGATIONS, TERMS AND CONDITIONS AND ENTITLED TO ALL THE
BENEFITS AND IMMUNITIES HEREOF.
-34-
15.5. NOTICES. ALL NOTICES, REPORTS, ANNUAL ACCOUNTS AND OTHER
COMMUNICATIONS FROM THE TRUSTEE TO THE COMPANY, THE ACCOUNT PARTY, THE NAMED
FIDUCIARY, ADMINISTRATIVE COMMITTEE, INVESTMENT MANAGER, OR ANY OTHER PERSON
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF MAILED, POSTAGE PREPAID, OR DELIVERED
IN HAND TO SUCH PERSON AT ITS ADDRESS APPEARING ON APPENDIX C. ALL DIRECTIONS,
NOTICES, STATEMENTS, OBJECTIONS AND OTHER COMMUNICATIONS TO THE TRUSTEE SHALL BE
DEEMED TO HAVE BEEN GIVEN WHEN MAILED, POSTAGE PREPAID OR DELIVERED IN HAND TO
ITS ADDRESS APPEARING ON APPENDIX C.
15.6. PLAN DOCUMENTS. THE ACCOUNT PARTY SHALL PROVIDE THE TRUSTEE
WITH COMPLETE, CURRENT COPIES OF THE PLAN AND THE MOST RECENT TAX QUALIFICATION
LETTER RELATIVE THERETO. THE TRUSTEE SHALL BE ENTITLED TO RELY UPON THE ACCOUNT
PARTY'S ATTENTION TO THIS OBLIGATION AND SHALL BE UNDER NO DUTY TO INQUIRE OF
ANY PERSON AS TO THE EXISTENCE OF ANY DOCUMENTS NOT PROVIDED HEREUNDER.
15.7. NO WAIVER; RESERVATION OF RIGHTS. THE RIGHTS, REMEDIES,
PRIVILEGES AND IMMUNITIES EXPRESSED HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE,
AND THE TRUSTEE AND THE COMPANY SHALL BE ENTITLED TO CLAIM ALL OTHER RIGHTS,
REMEDIES, PRIVILEGES AND IMMUNITIES TO WHICH THEY EACH MAY BE ENTITLED UNDER
APPLICABLE LAW.
15.8. DESCRIPTIVE HEADINGS. THE CAPTIONS IN THIS AGREEMENT ARE
SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL NOT DEFINE OR LIMIT THE
PROVISIONS HEREOF.
15.9. SPENDTHRIFT PROVISION. EXCEPT AS MAY BE REQUIRED BY LAW, NO
INTEREST OR CLAIM OF INTEREST OF ANY KIND OF ANY PARTICIPANT IN THE PLAN UNDER
THE PROVISIONS OF THIS TRUST IS ASSIGNABLE, NOR MAY ANY SUCH INTEREST OR CLAIM
BE SUBJECT TO GARNISHMENT, ATTACHMENT, EXECUTION OR LEVY OF ANY KIND, AND NO
ATTEMPT TO TRANSFER, ASSIGN, PLEDGE OR OTHERWISE ENCUMBER OR DISPOSE OF SUCH
INTEREST BY ACT OF THE PERSON INVOLVED OR BY OPERATION OF LAW WILL BE
RECOGNIZED.
-35-
ARTICLE XVI
UNDERTAKING BY COMPANY
16.1. UNDERTAKING. IN CONSIDERATION OF BANKERS' AGREEING TO ENTER
INTO THIS AGREEMENT, THE COMPANY HEREBY AGREES TO HOLD HARMLESS BANKERS,
INDIVIDUALLY AND AS TRUSTEE, AND BANKERS' DIRECTORS, OFFICERS, AND EMPLOYEES,
FROM AND AGAINST ALL AMOUNTS, INCLUDING WITHOUT LIMITATION TAXES, EXPENSES
(INCLUDING REASONABLE COUNSEL FEES), LIABILITIES, CLAIMS, DAMAGES, ACTIONS,
SUITS OR OTHER CHARGES, INCURRED BY OR ASSESSED AGAINST BANKERS, INDIVIDUALLY OR
AS TRUSTEE, OR ITS DIRECTORS, OFFICERS OR EMPLOYEES (I) AS A DIRECT OR INDIRECT
RESULT OF ANY ACT OR OMISSION OF ANY PREDECESSOR TRUSTEE, OTHER THAN BANKERS, OR
FIDUCIARY APPOINTED UNDER THE PLAN; (II) AS A DIRECT OR INDIRECT RESULT OF
ANYTHING DONE IN GOOD FAITH, OR ALLEGED TO HAVE BEEN DONE, BY OR ON BEHALF OF
BANKERS IN RELIANCE UPON THE DIRECTIONS OF ANY INVESTMENT MANAGER, THE
ADMINISTRATIVE COMMITTEE, THE COMPANY, OR THE NAMED FIDUCIARY, OR ANYTHING
OMITTED TO BE DONE IN GOOD FAITH, OR ALLEGED TO HAVE BEEN OMITTED, IN THE
ABSENCE OF SUCH DIRECTIONS, OR (III) AS A DIRECT OR INDIRECT RESULT OF THE
FAILURE OF THE COMPANY, THE ADMINISTRATIVE COMMITTEE, OR THE NAMED FIDUCIARY,
DIRECTLY OR INDIRECTLY, TO ADEQUATELY, CAREFULLY AND DILIGENTLY DISCHARGE ITS
FIDUCIARY RESPONSIBILITIES WITH RESPECT TO THE PLAN. THE CHOICE OF COUNSEL TO
DEFEND BANKERS UNDER THIS INDEMNITY SHALL BE MADE BY THE COMPANY, BUT SUCH
COUNSEL SHALL BE REASONABLY ACCEPTABLE TO BANKERS.
16.2. LIMITATION ON UNDERTAKING. ANYTHING HEREINABOVE TO THE CONTRARY
NOTWITHSTANDING, THE COMPANY SHALL HAVE NO RESPONSIBILITY TO BANKERS UNDER
SECTION 16.1 (II) OR (III) IF BANKERS KNOWINGLY PARTICIPATED IN OR KNOWINGLY
CONCEALED ANY ACT OR OMISSION OF ANY PERSON DESCRIBED THEREIN KNOWING THAT SUCH
ACT OR OMISSION CONSTITUTED A BREACH OF SUCH PERSON'S FIDUCIARY
RESPONSIBILITIES, OR IF BANKERS FAILS TO PERFORM ANY OF THE DUTIES SPECIFICALLY
UNDERTAKEN BY IT UNDER THE PROVISIONS OF THIS AGREEMENT IN THE MANNER HEREIN
PROVIDED, OR OTHERWISE IMPOSED UPON IT UNDER SECTION 405 OF ERISA, OR IF BANKERS
FAILS TO ACT IN CONFORMITY WITH DULY GIVEN AND AUTHORIZED DIRECTIONS HEREUNDER.
-36-
16.3. WAIVER OF DEFENSE. THE COMPANY EXPRESSLY WAIVES AND SHALL BE
FOREVER ESTOPPED FROM ASSERTING AS A DEFENSE AGAINST BANKERS, OR ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES, IN ANY ACTION TO ENFORCE THIS UNDERTAKING THAT
ANY ONE OF THEM FAILED TO DISCHARGE ANY OBLIGATION THAT HE, SHE, OR IT MAY HAVE
IN FOLLOWING THE DIRECTIONS OF THE COMPANY, THE NAMED FIDUCIARY, OR
ADMINISTRATIVE COMMITTEE, THE INVESTMENT MANAGER OR ANY PERSON DULY AUTHORIZED
TO ACT FOR ANY OF THEM UNDER ARTICLE XIV.
16.4. SURVIVAL OF UNDERTAKINGS. THE COMPANY FURTHER AGREES THAT THE
UNDERTAKINGS MADE IN THIS ARTICLE XVI SHALL BE BINDING ON ITS SUCCESSORS OR
ASSIGNS AND SHALL SURVIVE TERMINATION, AMENDMENT OR RESTATEMENT OF THIS
AGREEMENT, OR THE RESIGNATION OR REMOVAL OF THE TRUSTEE, AND THAT THIS ARTICLE
SHALL BE CONSTRUED AS A CONTRACT BETWEEN THE COMPANY AND THE TRUSTEE ACCORDING
TO THE LAWS OF THE STATE OF NEW YORK IN EFFECT FROM TIME TO TIME.
-37-
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO
BE EXECUTED BY THEIR RESPECTIVE OFFICERS THEREUNTO DULY AUTHORIZED AND THEIR
CORPORATE SEALS TO BE HEREUNTO AFFIXED AND ATTESTED TO AS OF THE DAY AND YEAR
FIRST ABOVE WRITTEN.
(CORPORATE SEAL) SODEXHO MARRIOTT SERVICES, INC.
ATTEST:
BY
--------------------------
TITLE:
--------------------------
TITLE:
(CORPORATE SEAL) BANKERS TRUST COMPANY
ATTEST:
BY
--------------------------
TITLE:
--------------------------
TITLE:
-38-
STATE OF )
) SS. :
COUNTY OF )
ON THE _____ DAY OF ____________, 1998 BEFORE ME PERSONALLY CAME
________________________ TO ME KNOWN, WHO BEING BY ME DULY SWORN, DID DEPOSE AND
SAY THAT HE/SHE RESIDES IN ___________________________; THAT HE/SHE IS THE
_______________ OF SODEXHO MARRIOTT SERVICES, INC., THE CORPORATION DESCRIBED IN
AND WHICH EXECUTED THE ABOVE INSTRUMENT; THAT HE/SHE KNOWS THE SEAL OF SAID
CORPORATION; THAT THE SEAL AFFIXED TO SAID INSTRUMENT IS SUCH CORPORATE SEAL;
THAT IT WAS SO AFFIXED BY ORDER OF THE BOARD OF DIRECTORS OF SAID CORPORATION,
AND THAT HE/SHE SIGNED HIS/HER NAME THERETO BY LIKE ORDER.
---------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
) SS. :
COUNTY OF NEW YORK )
ON THE _____ DAY OF ____________, 1998, BEFORE ME PERSONALLY CAME
_________________________ TO ME KNOWN, WHO BEING BY ME DULY SWORN, DID DEPOSE
AND SAY THAT HE/SHE RESIDES IN __________________________________; THAT HE/SHE
IS A __________________________ OF BANKERS TRUST COMPANY, THE CORPORATION
DESCRIBED IN AND WHICH EXECUTED THE ABOVE INSTRUMENT; THAT HE/SHE KNOWS THE SEAL
OF SAID CORPORATION; THAT THE SEAL AFFIXED TO SAID INSTRUMENT IS SUCH CORPORATE
SEAL; THAT IT WAS SO AFFIXED BY ORDER OF THE BOARD OF DIRECTORS OF SAID
CORPORATION, AND THAT HE/SHE SIGNED HIS/HER NAME THERETO BY LIKE ORDER.
---------------------------------
NOTARY PUBLIC
-39-
APPENDIX A
EFFECTIVE MARCH 27, 1998, THE FOLLOWING INVESTMENT FUNDS ARE AVAILABLE UNDER THE
PLAN:
STABLE VALUE FUND
BOND FUND
BALANCED FUND
STOCK FUND
MARRIOTT STOCK FUND (CLOSED TO NEW INVESTMENT DOLLARS
EFFECTIVE MARCH 27, 1998)
INTERNATIONAL STOCK FUND
T. ROWE PRICE NEW HORIZONS FUND
FIDELITY CONTRAFUND
T. ROWE PRICE MID-CAP GROWTH FUND
MORGAN STANLEY INSTITUTIONAL EQUITY GROWTH FUND
FRANKLIN TEMPLETON MUTUAL SHARES FUND - CLASS I
T. ROWE PRICE EQUITY INCOME FUND
COMMON STOCK FUND
-40-
APPENDIX B
THE TRUSTEE IS DIRECTED TO INVEST OR REINVEST CASH BALANCES RECEIVED
FROM ANY OF THE FOLLOWING FUNDS INTO THE SAME FUND:
T. ROWE PRICE NEW HORIZONS FUND
FIDELITY CONTRAFUND
T. ROWE PRICE MID-CAP GROWTH FUND
MORGAN STANLEY INSTITUTIONAL EQUITY GROWTH FUND
FRANKLIN TEMPLETON MUTUAL SHARES FUND - CLASS I
T. ROWE PRICE EQUITY INCOME FUND
-41-
APPENDIX C
-42-