0001193125-04-033132 Sample Contracts

HOST MARRIOTT, L.P. RETIREMENT AND SAVINGS PLAN (Amended and Restated)
Retirement and Savings Plan • March 2nd, 2004 • Host Marriott Corp/ • Real estate investment trusts • Maryland

When used in this instrument, the following words and phrases have the indicated meanings except where the contrary is expressly stated:

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AMENDMENT NO. 6, DATED AS OF JANUARY 10, 2001, TO DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993 BETWEEN HOST MARRIOTT CORPORATION AND MARRIOTT INTERNATIONAL, INC.
Host Marriott Corp/ • March 2nd, 2004 • Real estate investment trusts

Host Marriott Corporation, a Maryland corporation and the successor by merger to Host Marriott Corporation, a Delaware corporation f/k/a Marriott Corporation, (“Host Marriott”), and Marriott International, Inc. (“MII”) desire to adopt this Amendment No. 6 to the Distribution Agreement between Host Marriott and MII dated as of September 15, 1993 (the “Original Agreement,” and, as amended hereby and by that certain Amendment No. 1 to the Original Agreement dated as of December 29, 1995, that certain Amendment No. 2 to the Original Agreement dated as of June 21, 1997, that certain Amendment No. 3 to the Original Agreement dated as of March 3, 1998, that certain Amendment No. 4 to the Original Agreement dated as of December 28, 1998, and that certain Amendment No. 5 to the Original Agreement dated as of December 18, 1998 (the “Distribution Agreement”)).

HOST MARRIOTT CORPORATION AND HOST MARRIOTT, L.P. 1997 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN (AS AMENDED IN 1999 AND IN 2004)
Host Marriott Corp/ • March 2nd, 2004 • Real estate investment trusts • Maryland

WHEREAS, Host Marriott Corporation sponsors the Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan (the “Plan”); and

FIRST AMENDMENT TO RESTATED NONCOMPETITION AGREEMENT
Noncompetition Agreement • March 2nd, 2004 • Host Marriott Corp/ • Real estate investment trusts

THIS FIRST AMENDMENT TO RESTATED NONCOMPETITION AGREEMENT (this “Amendment”) is made and entered into as of 28th day of December, 1998 by and among Marriott International, Inc., a Delaware corporation (“Marriott International”), Host Marriott Corporation, a Delaware corporation (“Host Marriott”), and Crestline Capital Corporation, a Maryland corporation (“Crestline”).

THIRTY-SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P.
Host Marriott Corp/ • March 2nd, 2004 • Real estate investment trusts

This THIRTY-SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this “Thirty-Sixth Amendment”), dated as of June 19, 2003, is entered into by Host Marriott Corporation, a Maryland corporation, as general partner (the “General Partner”) of Host Marriott, L.P., a Delaware limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership (the “Limited Partners”).

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