HOST MARRIOTT CORP, DEF 14A, 1994-04-06

HOST MARRIOTT CORP
DEF 14A, 1994-04-06
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Host Marriott Corporation
(Name of Registrant as Specified In Its Charter)

Christopher G. Townsend
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

(4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing is calculated and state how it was
determined.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

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[LOGO OF HOST MARRIOTT APPEARS HERE]
Corporate Headquarters Mailing Address:
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Washington, D.C. 20058

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 28, 1994

April 5, 1994

The Annual Meeting of Shareholders of Host Marriott Corporation (the "Company")
will be held on Thursday, April 28, 1994, at 10:30 a.m. in the Grand Ballroom
of the Newark Airport Marriott Hotel at Newark International Airport, Newark,
New Jersey. Doors to the meeting will open at 9:30 a.m.

The meeting will be conducted:

1. To consider and vote upon the following proposals (collectively the
"Proposals") described in the accompanying Proxy Statement, which
provide for:

(i) Proposal One: The election of Andrew Young, Ann Dore McLaughlin and
Stephen F. Bollenbach as directors for three year terms expiring at
the 1997 Annual Meeting;

(ii) Proposal Two: Ratification of the actions of the Board of Directors
appointing Andrew Young, Ann Dore McLaughlin and Stephen F.
Bollenbach to fill vacancies on the Board occurring in 1993;

(iii) Proposal Three: To ratify the appointment of Arthur Andersen & Co.
as independent auditors;

(iv) Proposal Four: To consider a shareholder proposal to limit the
compensation payable to senior executive officers and directors;
and

(v) Proposal Five: To consider a shareholder proposal to reinstate the
annual election of all directors.

2. To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on March 11, 1994, will be
entitled to notice of and to vote at this meeting.

/s/ Christopher G. Townsend

Christopher G. Townsend
Corporate Secretary

REFER TO THE NOTE ON THE OUTSIDE OF THE BACK COVER
FOR INFORMATION ON PARKING AND PUBLIC TRANSPORTATION.

EACH SHAREHOLDER IS REQUESTED TO EXECUTE AND PROMPTLY
RETURN THE ENCLOSED PROXY. A PREPAID ENVELOPE IS ENCLOSED.

INTRODUCTION

This Proxy Statement (the "Proxy Statement") is being furnished to shareholders
of Host Marriott Corporation, a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board") from holders of record of the Company's outstanding
shares of common stock, par value $1.00 per share (the "Company Common Stock"),
as of the close of business on March 11, 1994 (the "Annual Meeting Record
Date") for use at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on April 28, 1994, at 10:30 a.m. in the Grand
Ballroom of the Newark Airport Marriott Hotel at Newark International Airport,
Newark, New Jersey and at any adjournment or postponement thereof. This Proxy
Statement is first being mailed to the Company's shareholders on April 5, 1994.
The Company's Annual Report and the Company's Securities and Exchange
Commission Form 10-K for the 1993 fiscal year ended December 31, 1993, have
been mailed to shareholders of record.

The Company, which was formerly known as Marriott Corporation, was renamed Host
Marriott Corporation on October 8, 1993 as a result of a special dividend (the
"Distribution") which split the Company's businesses between the Company and
Marriott International, Inc. Prior to October 8, 1993, Marriott International,
Inc. was a wholly-owned subsidiary of the Company. The Distribution is
explained further in the section entitled "Certain Transactions" at page 20.

VOTING RIGHTS AND PROXY INFORMATION

Only holders of record of shares of Company Common Stock as of the close of
business on the Annual Meeting Record Date will be entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof. Such
holders of shares of Company Common Stock are entitled to one vote per share on
any matter which may properly come before the Annual Meeting. The presence,
either in person or by properly executed proxy, of the holders of a majority of
the then outstanding shares of Company Common Stock is necessary to constitute
a quorum at the Annual Meeting and to permit action to be taken by the
shareholders at such meeting. The affirmative vote of the holders of at least a
majority of the shares of Company Common Stock present in person or represented
by proxy at the Annual Meeting is required to approve Proposals Two through
Five. Under the Company's bylaws and Delaware law, shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by
broker or nominee which are represented at the Annual Meeting, but with respect
to which such broker or nominee is not empowered to vote on a particular
proposal) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Abstentions as to Proposals
Two through Five will have the same effect as votes against such proposals.
Broker non-votes, however, will be treated as unvoted for purposes of
determining approval of such proposals and will not be counted as votes for or
against such proposals.

The affirmative vote of a plurality of shares of Company Common Stock present
in person or represented by proxy at the Annual Meeting is required to elect
the directors nominated pursuant to Proposal One. "Plurality" means that the
individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently any shares not voted (whether by abstention, broker non-vote or
otherwise) will have no impact in the election of directors, except to the
extent that the failure to vote for an individual results in another individual
receiving a larger proportion of votes. As of December 31, 1993, there were
119,600,000 shares of Company Common Stock outstanding and entitled to vote at
the Annual Meeting. As of that date, certain members of

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the Marriott family (including various trusts established by members of the
Marriott family) in the aggregate owned approximately 22% of the number of
outstanding shares of Company Common Stock. On January 20, 1994, the Company
completed the issuance of 20,125,000 shares of Company Common Stock for net
proceeds of approximately $231 million. With the issuance of these shares, the
Marriott family holdings are approximately 18% of the number of outstanding
shares of Company Common Stock. The members of the Marriott family have
indicated an intention to vote in accordance with the recommendations of the
Board as set forth herein with respect to the Proposals.

All shares of Company Common Stock that are represented at the Annual Meeting
by properly executed proxies received prior to or at the Annual Meeting and not
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated for Proposals One
through Three, such proxies will be voted in accordance with the Board of
Directors recommendations as set forth herein with respect to such proposal(s).
If no instructions are indicated for Proposal Four or Proposal Five, such
proxies will be treated as abstentions.

In the event that a quorum is not present at the time the Annual Meeting is
convened, or if for any other reason the Company believes that additional time
should be allowed for the solicitation of proxies, the Company may adjourn the
Annual Meeting with or without a vote of the shareholders. If the Company
proposes to adjourn the Annual Meeting by a vote of the shareholders, the
persons named in the enclosed form of proxy will vote all shares of Company
Common Stock for which they have voting authority in favor of such adjournment.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with The First National Bank of Boston in its capacity as transfer agent for
the Company (the "Transfer Agent"), at or before the Annual Meeting, a written
notice of revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares of Company Common Stock and
delivering it to the Transfer Agent at or before the Annual Meeting, or (iii)
attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute a revocation of a proxy).
Any written notice revoking a proxy should be sent to The First National Bank
of Boston, P.O. Box 1719, Boston, MA 02105.

The Company will bear the cost of the solicitation. In addition to solicitation
by mail, the Company will request banks, brokers and other custodian nominees
and fiduciaries to supply proxy material to the beneficial owners of Company
Common Stock of whom they have knowledge, and will reimburse them for their
expenses in so doing; and certain directors, officers and other employees of
the Company, not specially employed for the purpose, may solicit proxies,
without additional remuneration therefor, by personal interview, mail,
telephone or telegraph.

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ELECTION AND RATIFICATION OF APPOINTMENT OF DIRECTORS

DIRECTORS

Richard E. Mr. Richard Marriott is a director of
Marriott* Marriott International, Inc. He also
(Chairman of the serves as a director of certain
Board) Director subsidiaries of the Company and of the
since 1979 Age: Potomac Electric Power Company and is the
(PHOTO) 55 immediate past President of the National
Restaurant Association. Prior to the
Distribution, Mr. Marriott was Vice
Chairman of the Board and Executive Vice
President of the Company. For additional
information on Mr. Marriott, see
"Executive Officers" below.

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J.W. Marriott, Mr. J. W. Marriott, Jr. is Chairman of
Jr.* Director the Board and President of Marriott
since 1964 Age: International, Inc. He also serves as a
62 director of General Motors Corporation,
Outboard Marine Corporation, and the
(PHOTO) U.S.-Russia Business Council. He is a
member of the Conference Board, the
Business Council and the Business
Roundtable and serves on the board of
trustees of the Mayo Foundation, the
National Geographic Society and the
Executive Council on Foreign Diplomats.
Prior to the Distribution, Mr. Marriott
was Chairman of the Board, Chief
Executive Officer and President of the
Company.

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R. Theodore Ammon Mr. Ammon was formerly a general partner
Director since of Kohlberg Kravis Roberts & Co. (a New
1992 Age: 44 York and San Francisco based investment
firm). He also serves on the boards of
Astrum International Corp., Big Flower
(PHOTO) Press, Inc., Doskocil Companies
Incorporated, the New York YMCA, the Coro
Foundation and Bucknell University.

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* Richard E. Marriott and J. W. Marriott, Jr. are brothers.

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Stephen F. Mr. Bollenbach is President and Chief
Bollenbach Executive Officer of the Company. He
President and serves as a director of certain
Chief Executive subsidiaries of the Company, Carr Realty
Officer Director Corporation and Mid-America Apartment
(PHOTO) since 1993 Age: Communities, Inc. He also serves on the
51 CEO Magazine Advisory Board. On December
2, 1993, Mr. Bollenbach was appointed by
the Board of Directors to fill a vacancy
on the Board. For additional information
on Mr. Bollenbach, see "Executive
Officers" below.

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Ann Dore Ms. McLaughlin is President of the
McLaughlin Federal City Council and Vice Chairman of
Director since the Aspen Institute. She was formerly
1993 Age: 52 President and Chief Executive Officer of
New American Schools Development
(PHOTO) Corporation. Ms. McLaughlin has served
with distinction in several U.S.
Administrations in such positions as
Secretary of Labor and Under Secretary of
the Department of the Interior. Ms.
McLaughlin also serves as director of AMR
Corporation, General Motors Corporation,
Kellogg Company, Nordstrom, Potomac
Electric Power Company, Union Camp
Corporation and Vulcan Materials Company.
Additionally, Ms. McLaughlin serves as a
member of the governing boards of a
number of civic, non-profit
organizations, including the Public
Agenda Foundation and the Conservation
Fund. Ms. McLaughlin is on the Board of
Overseers for the Wharton School of the
University of Pennsylvania and is a
Trustee of the Center for Strategic and
International Studies. On December 2,
1993 Ms. McLaughlin was appointed by the
Board of Directors to fill a vacancy on
the Board.

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Harry L. Vincent, Mr. Vincent is a retired Vice Chairman of
Jr. Director Booz-Allen & Hamilton, Inc.
since 1969 Age:
74

(PHOTO)

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Andrew J. Young Mr. Young is a Vice Chairman of the Law
Director since Companies Group, Inc., an engineering and
1993 Age: 61 environmental consulting group, and Co-
Chairman of the Atlanta Committee for the
Olympic Games. Mr. Young has spent more
(PHOTO) than 35 years in public service. He was
elected to three terms in the U.S.
Congress, representing the Fifth
Congressional District of Georgia. In
1977 he was appointed U.S. Ambassador to
the United Nations. He was elected mayor
of Atlanta, Georgia in 1981, and
reelected in 1985. Mr. Young is a member
of several additional boards including
those of Howard University, The Martin
Luther King, Jr. Center, the Global
Infrastructure Fund and the Center for
Global Partnership. He is also a member
of the Georgia Institute of Technology
advisory board. On October 15, 1993, Mr.
Young was appointed by the Board of
Directors to fill a vacancy on the Board.

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RATIFICATION OF APPOINTMENTS

Vacancies were created on the Board of Directors as a result of the
resignations on October 15, 1993 of Alice S. Marriott (and the appointment of
Mrs. Marriott as Director Emeritus), Sterling D. Colton, Floretta Dukes
McKenzie, W. Mitt Romney and Gilbert M. Grosvenor. Acting upon the
recommendation of its Nominating and Corporate Governance Committee (i) on
October 15, 1993, the Board of Directors appointed Andrew Young to replace Mrs.
Marriott for the balance of her term which expires at the 1994 Annual Meeting
of Shareholders; and (ii) on December 2, 1993, the Board of Directors,
appointed Ann Dore McLaughlin and Stephen F. Bollenbach for the balance of
terms which expire at the 1994 Annual Meeting of Shareholders.

Unless otherwise instructed, the proxy holders will vote the proxies received
by them to ratify the actions of the Board of Directors appointing Messrs.
Young and Bollenbach and Ms. McLaughlin to fill the vacancies on the Board.

THE BOARD OF DIRECTORS OF THE COMPANY
UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE FOR
RATIFICATION OF THE FOREGOING APPOINTMENTS.

NOMINEES

The Board of Directors of the Company comprises seven directors. The
Certificate of Incorporation classifies the Board of Directors into three
classes. Each director serves for three years. Vacancies were created on the
Board of Directors as a result of the resignations on October 15, 1993 of Alice
S. Marriott (and the appointment of Mrs. Marriott as Director Emeritus),
Sterling D. Colton, Floretta Dukes McKenzie, W. Mitt Romney and Gilbert M.
Grosvenor. Acting upon the recommendation of its Nominating and Corporate
Governance Committee (i) on October 15, 1993, the Board of Directors, appointed
Andrew J. Young to replace Mrs. Marriott for the balance of her term which
expires at the 1994 Annual Meeting of Shareholders; and (ii) on December 2,
1993, the Board of Directors, appointed Ann Dore

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McLaughlin and Stephen F. Bollenbach for the balance of terms which expire at
the 1994 Annual Meeting of Shareholders.

The terms of office of Andrew Young, Ann Dore McLaughlin and Stephen F.
Bollenbach expire at the 1994 Annual Meeting of Shareholders. The Board of
Directors, acting upon the recommendation of its Nominating and Corporate
Governance Committee, has nominated and recommends the re-election of Mr.
Young, Ms. McLaughlin and Mr. Bollenbach, each for a three-year term as
director expiring at the 1997 Annual Meeting of Shareholders.

Unless otherwise instructed, the proxy holders will vote the proxies received
by them for Messrs. Young and Bollenbach, and Ms. McLaughlin.

If elected, Messrs. Young and Bollenbach and Ms. McLaughlin have consented to
serve as directors for terms of three years and until their respective
successors are elected and qualified. Further information with respect to the
nominees is set forth under the preceding section entitled "Directors."
Although it is not contemplated that any nominee will be unable to serve as
director, in such event, the proxies will be voted by the proxy holders for
such other person or persons as may be designated by the present Board of
Directors.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
FOREGOING NOMINEES AS DIRECTORS OF THE COMPANY.

OWNERSHIP OF COMPANY SECURITIES

As of December 31, 1993, the Company had three outstanding classes of equity or
equity-linked securities: Common Stock, Convertible Preferred Stock and Liquid
Yield Option Notes ("LYONs"). In December 1993, the Company initiated a call of
the LYONs to be redeemed in January 1994. Substantially all of the LYONs
holders elected to convert into shares of Company Common Stock. The remainder
of the LYONs were redeemed by the Company. None of the directors, nominees or
executive officers owns shares of Convertible Preferred Stock.

Based upon a Schedule 13D filed with the Securities and Exchange Commission on
September 27, 1993, the Company believes that a group including Gotham Capital
III, L.P., Alfred Partners, L.P., Joel M. Greenblatt and Daniel L. Nir, each
with an address of 100 Jericho Quadrangle, Jericho, New York, 11753,
beneficially own 220,200 depositary shares representing 220.2 shares of the
Convertible Preferred Stock. As of December 31, 1993, such holdings represent
75.41% of the approximately 286,000 then outstanding depositary shares of
Convertible Preferred Stock and are convertible into approximately 4,219,000
shares of Company Common Stock.

Set forth below is the ownership as of February 28, 1994 of Company Common
Stock by directors nominees, the chief executive officer and the four
additional most highly compensated executive officers and certain former
executive officers of the Company, as well as by all directors and executive
officers (including such former executive officers) of the Company as a group,
and to the best of the Company's knowledge, beneficial holders of 5% or more of
Company Common Stock. The Company has no knowledge that any person is the
beneficial holder of 5% or more of the LYONs.

Except as indicated in the footnotes thereto, the following table sets forth
information as to the beneficial ownership of Company Common Stock as of
February 28, 1994, by all directors and the persons listed in Table I as well
as by directors and executive officers of the Company as a group and, to the
best of the Company's knowledge, beneficial owners of 5% or more of Company
Common Stock.

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<TABLE>
<CAPTION>
% OF SHARES
SHARES OF COMPANY OUTSTANDING
COMMON STOCK (NET OF TREASURY
BENEFICIALLY OWNED SHARES) AS OF
NAME AS OF FEBRUARY 28, 1994 FEBRUARY 28, 1994
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<S> <C> <C>
DIRECTORS:
R. Theodore Ammon.................. 10,000 0.01
Stephen F. Bollenbach.............. 8,025(1) 0.01
J.W. Marriott, Jr.................. 4,821,516(1)(3)(4) 3.24
Richard E. Marriott................ 6,109,585(1)(3)(4) 4.11
Ann Dore McLaughlin................ 1,000 0.00(2)
Harry L. Vincent, Jr............... 11,100 0.01
Andrew J. Young.................... 0 0.00
NON-DIRECTOR EXECUTIVE OFFICERS:
Matthew J. Hart.................... 3,895(1) 0.00(2)
William W. McCarten................ 13,429(1) 0.01
Stephen J. McKenna................. 14,104(1) 0.01
CERTAIN FORMER EXECUTIVE OFFICERS:
William J. Shaw.................... 25,440(5) 0.02
William R. Tiefel.................. 46,154(5) 0.03
ALL DIRECTORS AND EXECUTIVE OFFI-
CERS AS A GROUP: 11,066,933(6) 7.45(6)
CAPITAL GROWTH MANAGEMENT LIMITED
PARTNERSHIP....................... 6,386,100(7) 6.22(7)
FORSTMANN-LEFF ASSOCIATES, INC..... 6,224,520(8) 6.10(8)
</TABLE>
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(1) Does not include shares reserved, contingently vested or awarded under the
Company's 1993 Comprehensive Stock Incentive Plan. For additional
information, see Tables I through III below.
(2) Ownership of less than l/l00th of 1% is reflected as 0.00 in the table
above.

(3) Does not include: (i) 1,619,556 shares held in trust for the children and
grandchildren of J.W. Marriott, Jr. or 1,089,759 shares held by his wife
and children; (ii) 1,404,883 shares held in trust for the children and
grandchildren of Richard E. Marriott or 451,709 shares held by his wife
and children; (iii) 2,280,287 shares held by the J. Willard Marriott
Foundation; (iv) 1,923,885 shares held by a charitable annuity trust,
created by the will of J.Willard Marriott, to which his descendants have a
remainder interest; (v) 2,707,590 shares held by a limited partnership
whose general partner is a corporation of which J.W. Marriott, Jr. is the
controlling shareholder; (vi) 80,000 shares held by a limited partnership
whose general partner is a corporation of which J.W. Marriott, Jr. is the
controlling shareholder; (vii) 2,302,729 shares held by a limited
partnership whose general partner is a corporation of which Richard E.
Marriott is the controlling shareholder; or (viii) 1,066,314 shares owned
directly or beneficially by certain other members of the Marriott family.
The shares referred to in this note aggregated 10.05% of the common shares
outstanding (net of treasury shares) as of February 28, 1994.

(4) By virtue of their ownership of shares of common stock and their positions
as Chairman and director, respectively, Richard E. Marriott and J.W.
Marriott, Jr. would be deemed in control of the Company within the meaning
of the federal securities laws. Other members of the Marriott family might
also be deemed control persons by reason of their ownership of shares
and/or their relationship to other family members. J.W. Marriott, Jr.,
Richard E. Marriott, their mother Alice S. Marriott and other members of
the Marriott family and various trusts established by members of the
Marriott family owned beneficially an aggregate of 26,317,368 shares or
17.71% of the total common shares outstanding (net of treasury shares) of
the Company as of February 28, 1994. All directors, nominees and current
executive officers as a group (other than members of the Marriott family)
owned beneficially an aggregate of 64,238 shares or 0.04% of the total
common shares outstanding (net of treasury shares) as of February 28,
1994. In addition, the Company's Employees' Profit Sharing, Retirement and
Savings Plan and Trust owned 575,855 shares or 0.39% of the total common
shares outstanding (net of treasury shares) as of March 28, 1994.

(5) Mr. Shaw and Mr. Tiefel are included because they were officers of
Marriott Corporation from January 1,1993 until the Distribution on October
8, 1993. At the time of the Distribution, Mr. Shaw and Mr. Tiefel became
officers of Marriott International, Inc.

(6) Includes shares of Company Common Stock beneficially owned by the former
executive officers listed on the table.

(7) Represents shares of Company Common Stock held in client accounts managed
by Capital Growth Management Limited Partnership ("CGM") for which CGM has
shared dispositive power (including 1,638,600 shares of Company Common
Stock over which CGM holds sole voting power). CGM has disclaimed any
beneficial interest in these shares but has voluntarily filed with the
Securities and Exchange Commission a Schedule 13G under the Securities
Exchange Act of 1934. The percentage of Company Common Stock presented in
the table does not reflect the shares of Company Common Stock issued by
the Company on January 20, 1994. The principal business address of CGM is
One International Place, Boston, Massachusetts 02110.

(8) Represents shares of Company Common Stock held by Forstmann-Leff
Associates, Inc. ("Forstmann") and its subsidiaries FLA Asset Management,
Inc. ("FLA") and Stamford Advisors Corp. ("Stamford"). Forstmann has
reported in a Schedule 13G under the Securities and Exchange Act of 1934,
filed with the Securities and Exchange Commission, sole dispositive power
over 4,658,465 shares and shared dispositive power over 1,530,955 shares.
Of these shares, Forstmann has reported sole voting power over 3,802,165
shares and shared voting power over 720,900 shares. The percentage of
Company Common Stock presented in the table does not reflect the shares of
Company Common Stock issued by the Company on January 20, 1994. The
principle business address of Forstmann, FLA and Stanford is 55 East 52nd
St. New York, New York 10055.

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THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Presently, the Board of Directors is composed of seven members, five of whom
are not officers or employees of the Company. The Board met 14 times in 1993.
Each director attended 75% or more of the meetings held during the time when he
or she was a director.

The Board has adopted four standing committees: (i) Executive, (ii) Audit,
(iii) Compensation Policy, and (iv) Nominating and Corporate Governance.

The members of the Executive Committee are Richard E. Marriott (Chair), J.W.
Marriott, Jr. and Harry L. Vincent, Jr. When the Board of Directors is not in
session, this Committee is authorized to exercise all powers of the Board of
Directors, subject to specific restrictions as to powers retained by the full
Board of Directors. Retained powers include those relating to amendments to the
certificate of incorporation and bylaws; mergers, consolidations, sales or
exchanges involving substantially all of the Company's assets; declaration of
dividends; and issuance of stock. The Executive Committee did not meet in 1993.
No change in the membership of the Executive Committee is contemplated for
1994.

The Audit Committee is composed of the four directors who are not employees of
the Company, namely, R. Theodore Ammon (Chair), Harry L. Vincent, Jr., Andrew
Young and Ann Dore McLaughlin. The Audit Committee meets at least three times a
year with the independent auditors, management representatives, and internal
auditors; recommends to the Board of Directors appointment of independent
auditors; approves the scope of audits and other services to be performed by
the independent and internal auditors; considers whether the performance of any
professional service by the auditors other than services provided in connection
with the audit function could impair the independence of the outside auditors;
and reviews the results of internal and external audits, the accounting
principles applied in financial reporting, and financial and operational
controls. The independent auditors and internal auditors have unrestricted
access to the Audit Committee and vice versa. The Audit Committee met three
times in 1993. No membership changes are contemplated for 1994.

The Compensation Policy Committee is composed of three directors who are not
employees of the Company, namely, Harry L. Vincent, Jr. (Chair), R. Theodore
Ammon and Ann Dore McLaughlin. The Compensation Policy Committee's functions
include recommendations on policies and procedures relating to senior officers'
compensation and various employee stock plans, and approval of individual
salary adjustments and stock awards in those areas. The Compensation Policy
Committee met eight times in 1993. No membership changes are contemplated for
1994.

The Nominating and Corporate Governance Committee is composed of three
directors who are not employees of the Company, namely, Andrew Young (Chair),
Harry L. Vincent, Jr. and Ann Dore McLaughlin. It considers candidates for
election as Directors and is responsible for keeping abreast of and making
recommendations with regard to corporate governance in general. In addition,
the Committee fulfills an advisory function with respect to a range of matters
affecting the Board of Directors and its Committees, including the making of
recommendations with respect to qualifications of director candidates,
compensation of directors, the selection of committee chairs, committee
assignments and related matters affecting the functioning of the Board. The
Nominating and Corporate Governance Committee met two times in 1993. No change
in the membership of the Committee is contemplated for 1994.

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COMPENSATION OF DIRECTORS

Directors who are also officers of the Company receive no additional
compensation for their services as directors. Directors who are not officers
receive an annual retainer fee of $25,000 as well as an attendance fee of
$1,000 for each shareholders' meeting, meeting of the Board of Directors or
meeting of a committee of the Board of Directors, regardless of the number of
meetings held on a given day. The chair of each committee of the Board of
Directors receives an additional annual retainer fee of $1,000. Directors are
also reimbursed for travel expenses and other out-of-pocket costs incurred in
attending meetings.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(SEC) and the New York Stock Exchange. Specific due dates for these reports
have been established, and the Company is required to report in this Proxy
Statement any failure to file by these dates during 1993. All of these filing
requirements were satisfied by the Company's executive officers and directors.

EXECUTIVE OFFICERS

Set forth below is certain information with respect to the persons who are
executive officers of the Company.

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE PRIOR TO BECOMING
NAME AND TITLE AGE AN EXECUTIVE OFFICER OF THE COMPANY
- -------------- --- -------------------------------------
<S> <C> <C>
Richard E. Marriott 55 Richard E. Marriott joined the Company in 1965 and
Chairman of the Board has served in various executive capacities. In
1979, Mr. Marriott was elected to the Board of Di-
rectors. In 1984, he was elected Executive Vice
President and in 1986 he as elected Vice Chairman
of the Board of Directors. In 1993, Mr. Marriott
was elected Chairman of the Board. Mr. Marriott
also has been responsible for management of the
Company's government affairs functions.
Stephen F. Bollenbach 51 Stephen F. Bollenbach rejoined the Company in 1992
Chief Executive Officer as Executive Vice President and Chief Financial
and President Officer. He was named President and Chief Execu-
tive Officer of the Company in 1993. During the
period from 1982 to 1986, Mr. Bollenbach was Se-
nior Vice President--Finance and Treasurer of the
Company. He subsequently served as Chief Financial
Officer of Promus Companies from 1986 to 1990 and
served as Chief Financial Officer with the Trump
Organization from 1990 until he rejoined the Com-
pany.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE PRIOR TO BECOMING
NAME AND TITLE AGE AN EXECUTIVE OFFICER OF THE COMPANY
- -------------- --- -------------------------------------
<S> <C> <C>
William W. McCarten 45 William W. McCarten joined the Company in 1979 as
Executive Vice Vice President and Controller--Corporate Account-
President and ing. He was promoted to Vice President and Con-
President--Host/Travel troller of the Roy Rogers Division in 1982 and be-
Plazas came Vice President--Group Finance in 1984. He was
named Vice President and Corporate Controller in
1985. Mr. McCarten was elected Senior Vice Presi-
dent--Finance and Corporate Controller in 1986. In
1991, he was elected Executive Vice President and
in 1992 was elected President--Host/Travel Plazas.
Matthew J. Hart 41 Matthew J. Hart joined the Company in 1981 as Man-
Executive Vice ager of Project Finance and was named Vice Presi-
President and Chief dent of Project Finance in 1984. He was appointed
Financial Officer Assistant Treasurer in 1987 and was appointed Se-
nior Vice President--Finance and Treasurer in
1991. Mr. Hart was named Executive Vice President
and Chief Financial Officer in 1993. Prior to
joining the Company, Mr. Hart spent five years
with Bankers Trust Company in the corporate lend-
ing division.
Stephen J. McKenna 53 Stephen J. McKenna joined the Company in 1973 as
Senior Vice President an attorney. He was appointed Assistant General
and General Counsel Counsel in 1976, and was promoted to Vice Presi-
dent and Assistant General Counsel in 1986. He be-
came Vice President and Associate General Counsel
in 1990 and became Senior Vice President and Gen-
eral Counsel in 1993. Prior to joining the Compa-
ny, Mr. McKenna was employed as an attorney in the
airline and aircraft manufacturing industries.
Jeffrey P. Mayer 37 Jeffrey P. Mayer joined the Company in 1986 as Di-
Senior Vice President-- rector--Corporate Accounting. He was promoted to
Finance and Corporate Assistant Controller--Corporate Accounting in 1987
Controller and Vice President--Corporate Accounting in 1989.
He was appointed Vice President--Project Finance
in the Company's Treasury Department in 1991 and
Senior Vice President--Finance and Corporate Con-
troller in 1993. Prior to joining the Company, Mr.
Mayer spent eight years with Arthur Andersen & Co.
</TABLE>

10
<PAGE>

CURRENT COMPENSATION

Summary of Compensation

Table I below sets forth a summary of the compensation paid during the last
fiscal year to the chief executive officer of the Company and the additional
four most highly compensated executive officers and certain former executive
officers of the Company.

TABLE I

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------- ---------------------------- -------
OTHER RESTRICTED
ANNUAL STOCK SECURITIES ALL OTHER
COMPEN- AWARDS UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL FISCAL SALARY(2)(3) BONUS(4) SATION (5)(6)(7) OPTIONS PAYOUTS SATION(8)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------------ ------ ------------ -------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard E. Marriott 1993 230,770 110,769 -- 1,222,157(9) 0 0 10,693
Chairman of the 1992 210,000 100,800 -- 42,080 14,500 0 10,078
Board 1991 214,039 101,026 -- 20,205 16,200 0 7,196
Stephen F. Bollenbach(1) 1993 473,077 327,370 -- 6,644,470(9)(10) 0 0 13,077
Chief Executive 1992 380,769 255,115 -- 304,156 193,000 0 150,000(11)
Officer and President
William W. McCarten 1993 280,705 116,773 -- 1,166,712(9) 0 0 12,854
Executive Vice 1992 245,024 115,896 -- 23,181 23,000 0 13,073
President 1991 249,736 157,334 -- 28,178 25,000 0 12,081
Matthew J. Hart 1993 220,191 142,243 -- 1,171,812(9) 0 0 11,172
Executive Vice 1992 189,921 123,448 -- 24,688 16,500 0 9,083
President 1991 165,273 63,835 -- 18,002 13,200 0 7,421
Stephen J. McKenna 1993 195,178 119,009 -- 595,482(9) 0 0 7,947
Senior Vice President 1992 178,792 98,336 -- 19,663 10,000 0 8,829
and General Counsel 1991 171,916 93,694 -- 18,742 10,800 0 8,034
J.W. Marriott, Jr.(12) 1993 557,692 495,013 -- 0 0 0 38,069
Former Chairman of 1992 725,000 617,288 -- 199,261 114,000 0 40,967
the Board and 1991 738,942 539,428 -- 107,879 125,000 0 21,151
President
William J. Shaw(13) 1993 365,385 245,116 -- 0 0 0 14,971
Former Executive 1992 471,154 304,837 -- 107,986 68,000 0 4,943
Vice President 1991 458,654 309,591 -- 361,913 85,000 0 4,800
William R. Tiefel(14) 1993 346,154 228,622 -- 0 0 0 20,571
Former Executive 1992 444,231 288,750 -- 102,184 68,000 0 21,262
Vice President 1991 331,250 212,000 -- 342,399 60,000 0 14,155
</TABLE>
- --------
(1) Mr. Bollenbach joined the Company as Executive Vice President and Chief
Financial Officer on March 2, 1992.
(2) Fiscal year 1991 base salary earnings were for 53 weeks.
(3) Salary amounts include base salary earned and paid in cash during the
fiscal year and the amount of base salary deferred at the election of the
executive officer under the Company's Employees' Profit Sharing,
Retirement and Savings Plan and Trust (the "Profit Sharing Plan") and the
Company's Executive Deferred Compensation Plan (the "Deferred Compensation
Plan').

(4) Bonus includes the amount of cash bonus earned pursuant to the named
individual's bonus plan during the fiscal year and paid subsequent to the
end of each fiscal year.

11
<PAGE>

(5) As part of its long-term compensation program for executive officers, the
Company awards shares of restricted stock pursuant to the Company's 1993
Comprehensive Stock Incentive Plan (the "Comprehensive Stock Plan") and
previously awarded such shares under the Company's Restricted Stock Plan
for Key Employees (the "Company's Restricted Stock Plan") and the
Company's Deferred Stock Incentive Plan (the "Company's Deferred Stock
Plan"), predecessor plans to the Comprehensive Stock Plan. For Mr. R.E.
Marriott such restricted shares are as follows: for 1991, 1,229 shares of
deferred bonus stock awarded under the Company's Deferred Stock Plan; for
1992, 963 shares of deferred bonus stock awarded under the Company's
Deferred Stock Plan and 1,275 shares of restricted stock awarded under the
Company's Restricted Stock Plan; for 1993, 2,411 shares of deferred bonus
stock awarded under the Company's Deferred Stock Plan and 160,000 shares
awarded under the Company's Comprehensive Stock Plan. For Mr. Bollenbach
such restricted shares are as follows: for 1992, 2,437 shares awarded
under the Company's Deferred Stock Plan and 15,000 shares awarded under
the Company's Restricted Stock Plan; for 1993, 7,124 shares awarded under
the Company's Deferred Stock Plan and 900,000 shares under the Company's
Comprehensive Stock Plan. For Mr. McCarten such restricted shares are as
follows: for 1991, 1,914 shares awarded under the Company's Deferred Stock
Plan; for 1992, 1,107 shares awarded under the Company's Deferred Stock
Plan; for 1993, 2,541 shares awarded under the Company's Deferred Stock
Plan and 144,000 shares awarded under the Company's Comprehensive Stock
Plan. For Mr. Hart such shares of restricted stock are as follows: for
1991, 1,095 shares awarded under the Company's Deferred Stock Plan; for
1992, 1,179 shares awarded under the Company's Deferred Stock Plan; for
1993, 3,096 shares awarded under the Company's Deferred Stock Plan and
144,000 shares awarded under the Company's Comprehensive Stock Plan. For
Mr. McKenna such restricted shares are as follows: for 1991, 1,140 shares
awarded under the Company's Deferred Stock Plan; for 1992, 939 shares
awarded under the Company's Deferred Stock Plan; for 1993, 2,590 shares
awarded under the Company's Deferred Stock Plan and 72,000 shares awarded
under the Company's Comprehensive Stock Plan. For Mr. J.W. Marriott such
restricted shares are as follows: for 1991, 6,562 shares awarded under the
Deferred Stock Plan; for 1992, 5,896 shares awarded under the Company's
Deferred Stock Plan and 4,410 shares awarded under the Company's
Restricted Stock Plan. For Mr. Shaw such restricted shares are as follows:
for 1991, 3,766 shares awarded under the Company's Deferred Stock Plan and
20,000 shares awarded under the Company's Restricted Stock Plan; for 1992,
2,912 shares awarded under the Deferred Stock Plan and 2,735 awarded under
the Company's Restricted Stock Plan. For Mr. Tiefel such restricted shares
are as follows: for 1991, 2,579 shares awarded under the Company's
Deferred Stock Plan and 20,000 shares awarded under the Company's
Restricted Stock Plan; for 1992, 2,758 shares awarded under the Company's
Deferred Stock Plan and 2,585 shares awarded under the Company's
Restricted Stock Plan. The restricted shares reported in Table I and in
this footnote are shares subject to "General Restrictions" (see footnote 8
below). Restricted shares with "Performance Restrictions" (see footnote 8
below) awarded as long term incentive plan ("LTIP") awards are excluded.
Such LTIP awards are reported at Table III and discussed in the section
entitled "Restricted Stock" in the Report on Executive Compensation of the
Compensation Policy Committee of the Board of Directors.

(6) Pursuant to the Employee Benefits Allocation Agreement, the intercompany
agreement between Host Marriott and Marriott International regarding
employment and benefit issues arising from the Distribution, each
participant in the Marriott Corporation Restricted Stock Plan received one
share of Marriott International Common Stock for each share of Marriott
Corporation common stock held by the plan participant on the Distribution
Date. Both the Marriott Corporation restricted shares (now Host Marriott
Corporation shares) and Marriott International restricted shares are
subject to continued employment and other vesting conditions. In
accordance with the Employee Benefits Allocation Agreement, each
participant in the Marriott Corporation Deferred Plan could elect to
receive either one share of Company Stock and one share of Marriott
International Common Stock or an equivalent value entirely in Company
Common Stock. As a result of this election, Messrs. J.W. Marriott, R.E.
Marriott, Shaw, McCarten, Hart and McKenna elected to convert their
outstanding Deferred Bonus Stock Awards into one share each of Company
Common stock and Marriott International Common Stock. Mr. Bollenbach
elected to convert his outstanding awards entirely into shares of Company
Stock. Mr. Tiefel elected to convert his outstanding awards entirely into
shares of Marriott International Common Stock. In all cases, the value of
the award immediately after the adjustment was equal to the value of the
award immediately before the adjustment.

(7) The Deferred Stock Bonus Awards granted by the Company are generally
derived based on dividing twenty percent of each individual's annual cash
bonus award by the average of the high and low trading prices for a share
of Company Common Stock on the last trading day of the fiscal year. No
voting rights or dividends are attributed to award shares until such award
shares are distributed. Awards may be denominated as current awards or
deferred awards. A current award is distributed in 10 annual installments
commencing one year after the award is granted. A deferred award is
distributed in a lump sum or in up to 10 installments following
termination of employment. Deferred award shares contingently vest pro
rata in annual installments commencing one year after the Deferred Stock
Bonus Award is granted to the employee. Awards are not subject to
forfeiture once the employee reaches age 55 or after 10 years of service
with the Company. The aggregate number and value of shares of Company
deferred stock and restricted stock subject to "General Restrictions" and
"Performance Restrictions" (see footnote 8 below) held by each identified
executive officer as of the end of the fiscal year 1993 is as follows: Mr.
R.E. Marriott, 447,926 shares valued at $4,116,440; Mr. Bollenbach,
1,525,180 shares valued at $14,016,404; Mr. McCarten, 391,171 shares
valued at $3,594,862; Mr. Hart, 369,325 shares valued at $3,394,097;
Mr. McKenna, 217,537 shares valued at $1,999,165; Mr. J.W. Marriott, Jr.,
148,410 shares valued at $1,363,888; Mr. Shaw, 75,764 shares valued at
$696,271; Mr. Tiefel, 20,000 shares valued at $183,800. During the period
in which any restrictions apply, holders of restricted stock are entitled
to receive all dividends or other distributions paid with respect to such
stock.

12
<PAGE>

(8) With the exception of Mr. Bollenbach's amount for 1992, amounts included
as "All Other Compensation" represent matching Company contribution
amounts received under one or both of the Profit Sharing Plan and the
Deferred Compensation Plan. For Mr. R.E. Marriott, $4,269 was
attributable to the Profit Sharing Plan and $6,424 was attributable to
the Deferred Compensation Plan. For Mr. Bollenbach, $4,870 was
attributable to the Profit Sharing Plan and $8,207 was attributable to
the Deferred Compensation Plan. For Mr. McCarten, $4,179 was attributable
to the Profit Sharing Plan and $8,675 was attributable to the Deferred
Compensation Plan. For Mr. Hart, $4,161 was attributable to the Profit
Sharing Plan and $7,011 was attributable to the Deferred Compensation
Plan. For Mr. McKenna, $4,261 was attributable to the Profit Sharing Plan
and $3,686 was attributable to the Deferred Compensation Plan. For Mr.
J.W. Marriott, Jr., $3,708 was attributable to the Profit Sharing Plan
and $34,362 was attributable to the Deferred Compensation Plan. For Mr.
Shaw, $5,094 was attributable to the Profit Sharing Plan and $9,877 was
attributable to the Deferred Compensation Plan. For Mr. Tiefel, $3,708
was attributable to the Profit Sharing Plan and $16,863 was attributable
to the Deferred Compensation Plan.

(9) On October 17, 1993, the Compensation Policy Committee (the "Committee")
of the Board of Directors approved grants of restricted stock to certain
key employees of the Company, including Mr. McCarten, Mr. Hart and Mr.
McKenna. On October 29, 1993, the Board of Directors approved an award of
restricted stock to Mr. Bollenbach, and on December 2, 1993, the Board of
Directors approved a grant of restricted stock to Mr. R.E. Marriott. Each
such grant made in 1993 to Mr. R.E. Marriott, Mr. Bollenbach, Mr.
McCarten, Mr. Hart and Mr. McKenna consists of two awards: shares subject
to restrictions relating primarily to continued employment ("General
Restrictions") which vest ratably over a five or ten year period or at
the end of a five or ten year period and an award of shares subject to
performance objectives such as financial performance of the Company
("Performance Restrictions"). Performance objectives are established by
the Committee and are subject to periodic review and revision. All
restricted stock awards subject only to General Restrictions are
presented on Table I as "Restricted Stock Awards," and the value stated
in Table I is the fair market value on the date of the grant. Restricted
stock awards subject to Performance Restrictions are presented as long
term incentive plan ("LTIP") awards on Table III.

(10) Includes 900,000 shares of restricted common stock awarded to Mr.
Bollenbach by the Board of Directors on October 29, 1993. See footnote 8
above. Pursuant to this award, 400,000 shares are subject to General
Restrictions and vest ratably over a five year period and 500,000 shares
are subject to General Restrictions and vest on the fifth anniversary of
the date of award.

(11) Mr. Bollenbach received a one-time payment of $150,000 pursuant to the
Company's relocation program.

(12) In connection with the Distribution, Mr. J.W. Marriott, Jr. resigned his
positions as Chairman of the Board and President of the Company effective
October 8, 1993. Mr. Marriott remains a director of the Company.

(13) In connection with the Distribution, Mr. Shaw resigned his position as
Executive Vice President and President of the Company's Contract Services
Group effective October 8, 1993. Mr. Shaw had assumed these duties on
February 10, 1992. Prior to such date, Mr. Shaw served as Executive Vice
President and Chief Financial Officer.

(14) In connection with the Distribution, Mr. Tiefel resigned his position as
Executive Vice President effective October 8, 1993.

Aggregated Stock Option Exercises and Year-End Value. Table II below sets
forth, on an aggregated basis, information regarding the exercise during the
1993 fiscal year of options to purchase Company Common Stock by each of the
applicable persons listed on Table I above and the value on December 31, 1993
of all unexercised options held by such individuals. The Company did not grant
any stock options to the persons listed on Table I during fiscal year 1993.

13
<PAGE>

TABLE II
AGGREGATED STOCK OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS AT
NAME ACQUIRED ON VALUE (#)(1) FISCAL YEAR-END ($)(2)
- ---- EXERCISE REALIZED -------------------------- -------------------------
COMPANY (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- ----------- -------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
R. E. Marriott.......... HM 0 0 60,475 30,225 301,521 174,720
MI 0 0 60,475 30,225 631,030 413,165
Total 0 0 120,950 60,450 932,551 587,885
S. F. Bollenbach........ HM 0 0 48,250 144,750 284,142 852,426
MI 0 0 48,250 144,750 682,592 2,047,777
Total 0 0 96,500 289,500 966,734 2,900,203
W. W. McCarten.......... HM 8,000 103,920 127,657 46,250 698,973 254,357
MI 29,750 342,733 46,800 46,250 463,237 584,664
Total 37,750 446,653 174,457 92,500 1,162,210 839,021
M. J. Hart.............. HM 0 0 36,763 22,100 194,741 133,614
MI 0 0 36,763 22,100 429,545 327,938
Total 0 0 73,526 44,200 624,286 461,552
S. J. McKenna........... HM 14,000 172,180 83,432 17,525 474,173 110,404
MI 0 0 34,425 17,525 410,825 279,668
Total 14,000 172,180 117,857 35,050 884,998 390,072
J.W. Marriott, Jr....... HM 0 0 487,250 236,750 2,389,744 1,365,619
MI 0 0 487,250 331,750 4,926,138 3,472,295
Total 0 0 974,500 568,500 7,315,882 4,837,914
W. J. Shaw.............. HM 19,125 231,846 351,125 139,750 1,834,321 834,474
MI 0 0 351,125 195,750 4,404,150 2,174,499
Total 19,125 231,846 702,250 335,500 6,238,471 3,008,973
W. R. Tiefel............ HM 6,000 78,600 176,200 105,750 984,222 632,299
MI 0 0 176,200 161,750 2,290,180 1,684,988
Total 6,000 78,600 352,400 267,500 3,274,402 2,317,287
</TABLE>
- --------
(1) In connection with the Distribution, and pursuant to the Company's 1976
Employee Stock Option Plan, all Company stock options were adjusted to
reflect the effects of the Distribution. Each non-qualified stock option
held by a Company employee (or retiree) prior to the Distribution was
effectively converted into two separate options: a Company option and a
Marriott International Option, in both cases for a number of shares equal
to the underlying Company option. The exercise price of the underlying
Company option was allocated to the two options pursuant to a formula
designed to preserve the economic value of the underlying Company option
prior to the Distribution. Each incentive stock option held by an employee
remaining a Company employee after the Distribution was adjusted in number
and as to the exercise price in order to preserve the economic value of
each such incentive stock option immediately prior to the Distribution.

(2) Based on a per share price for Company Common Stock of $9.19 and a per
share price for Marriott International of $28.69. These prices represent
the average of the high and low trading prices for a share on December 31,
1993.

Long-Term Incentive Plan ("LTIP") Awards. Table III below sets forth
information regarding Restricted Stock Awards subject to certain performance
criteria granted by the Company under the Comprehensive Stock Plan and
previously awarded by the Company under the Company's Restricted Stock Plan to
the persons listed on Table I above in respect of the 1993 fiscal year.

The Board of Directors may, upon the recommendation of its Compensation
Policy Committee, award to certain key employees shares of restricted stock
which vest upon satisfaction of specified performance objectives. The award of
such performance-restricted stock is maintained in the name of the recipient
in an account at the transfer agent and is restricted from further transfer,
sale, alienation or hypothecation, until such time as the conditions
restricting transfer have been satisfied. Such conditions include continued
employment, non-competition, proper conduct, and attainment of specified
Company business objectives. While such restricted shares are maintained on
account, the award recipient is entitled to vote such shares and receive any
dividends if dividends on common shares are declared. Upon satisfaction of the
business objectives and all other conditions, the shares are released from
restrictions and may be sold or transferred by the employee. The performance
objectives for 1994 relate to cash coverage of interest, maintaining an
acceptable level of total Company debt in relation to total cash flow, free
cash flow, favorable asset disposition, stock price appreciation and fostering
a strategic alliance with Marriott International, Inc. in lodging
opportunities.

14
<PAGE>

TABLE III

LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR OTHER PERIOD UNTIL
NAME SHARES MATURATION OR PAYOUT(1)
- ---- --------- ---------------------------------
<S> <C> <C>
Richard E. Marriott................. 240,000 10 Years(2)
Stephen F. Bollenbach............... 600,000 5 Years(2)
William W. McCarten................. 216,000 5 Years(2)
Matthew J. Hart..................... 216,000 5 Years(2)
Stephen J. McKenna.................. 108,000 5 Years(2)
J.W. Marriott, Jr................... 0 --
William J. Shaw..................... 0 --
William R. Tiefel................... 0 --
</TABLE>
- --------

(1) The vesting procedures and rules governing forfeitability of these awards
are discussed in this section "Long-Term Incentive ("LTIP") Awards" and in
the section entitled "Restricted Stock" in the Report on Executive
Compensation of the Compensation Policy Committee of the Board of
Directors.

(2) Represents awards of shares of restricted stock that may vest on a pro-
rata basis over a ten or five year period subject to the satisfaction of
certain Performance Restrictions established by the Compensation Policy
Committee of the Board of Directors. See footnote 8 to Table I. The
vesting provisions governing these awards are subject to review and
revision by the Compensation Policy Committee.

15
<PAGE>

REPORT ON EXECUTIVE COMPENSATION

TO OUR SHAREHOLDERS

The Compensation Policy Committee of the Board of Directors is charged with
overseeing and administering the executive pay program for the Company. This
report provides details and background information regarding that program.

THE BUSINESS

Host Marriott Corporation is the leading operator of airport and tollroad food,
beverage and merchandise concessions, and one of the largest owners of real
estate holdings in the lodging industry. The Company has adopted a long-term
business strategy to maximize cash flow, lower its cost of debt, and partner
with Marriott International, Inc. through equity participation in appropriate
business opportunities. While Host Marriott is the continuing entity formally
known as Marriott Corporation, it has significantly different business
economics as a result of the Distribution, with a new management team
responsible for achieving its long-term strategy.

THE COMMITTEE

The Compensation Policy Committee (the "Committee") is composed of three
independent members of the Board of Directors who have no interlocking
relationships as defined by the Securities and Exchange Commission. The
Committee approves the executive compensation programs and policies of the
Company. The Committee also evaluates the performance of senior management. The
Committee met eight times during the year, including four times during the
period between the Distribution on October 8, 1993 and the end of the fiscal
year.

GOALS OF THE PROGRAM

The Committee has established three primary objectives for the executive
compensation program. They are to:

. Provide annual and long-term incentives that emphasize performance-based
compensation dependent upon achieving corporate and individual
performance goals.

. Foster a strong relationship between shareholder value and executive
compensation programs and rewards by having a significant portion of
compensation comprised of equity-based incentives.

. Provide overall levels of compensation that are competitive, reflective
of performance, and provide the means to attract, retain and motivate
highly qualified executives.

COMPETITIVENESS TARGETS

To establish compensation targets, the Committee uses data from independent
consultants that reflect compensation practices at a large group of general
industry companies ("the survey data"). These surveys contain a broader group
of companies than the comparator group used in the performance graph. The
Committee believes that targeting compensation at a diverse group of companies
appropriately reflects the labor market for Host Marriott executives. It also
believes that a focus on the median level of compensation reflected in the
survey data strikes an appropriate balance between the need to control costs
and the need to retain an experienced and effective management team.

Total compensation levels (base salary, target bonus and long-term incentive
awards) are established at the median level of compensation based on the survey
data. Consistent with the philosophy of aligning shareholder value with
executive compensation, long-term incentive awards represent a substantial
portion of the targeted total pay package for executive officers.

16
<PAGE>

Following is a discussion of each element of the pay package.

TOTAL CASH COMPENSATION

Base salary and bonus together equal total cash compensation. The Committee
sets Host Marriott's salary range midpoints and target bonuses such that the
total of the two is at the median level of total cash compensation for similar
positions in the survey data.

BASE SALARY

The Committee regularly reviews each executive's base salary and approves the
assignment of each senior executive to a salary grade with a midpoint based on
the survey data. Actual base salaries fall in a range around the midpoint,
based on tenure, experience and individual performance.

Increases to base salary are primarily driven by individual performance. They
also reflect position within the salary range and the salary increase
guidelines established for the Company.

ANNUAL INCENTIVE

The Annual Incentive Plan promotes the Company's pay for performance philosophy
by providing executives with financial incentives to achieve key business and
individual performance objectives. For most objectives, minimum, target and
maximum levels of performance are established. Actual performance is measured
relative to this range, and no payout is made if the minimum level of
performance is not achieved.

The 1993 incentive plan objectives for executive officers were established by
Marriott Corporation and then adjusted to reflect the impact of the
Distribution. The incentive plan included objectives related to Company (and,
in some cases, business group) financial performance, individual performance,
and customer satisfaction.

The 1993 performance measures and weightings for the Chief Executive Officer
were corporate cash flow (35%), corporate cash flow coverage of interest (25%),
individual objectives (33%) and customer satisfaction (7%). Measures and
weightings for other executive officers were similar to those of the CEO, and
in all cases reflected a high level of emphasis on corporate or business group
financial performance.

Target levels of incentive awards ranged from 30% to 45% of eligible fiscal
year base salary. Maximum incentive awards ranged from 40% to 70% of eligible
fiscal year base salary. During 1993, Marriott Corporation exceeded the maximum
level of performance for the cash flow coverage of interest objectives.
Performance for cash flow and customer satisfaction were both slightly below
the maximum level of performance. Performance for individual objectives was at
the maximum performance level. In total, actual 1993 bonuses were paid at
slightly less than maximum.

STOCK INCENTIVES

The Company provides long-term incentives through its 1993 Comprehensive Stock
Incentive Plan. Restricted stock, stock options and Deferred Stock Awards are
permitted under the plan. The Committee believes that management's interest
should be aligned with those of shareholders, and that stock ownership is an
efficient and effective way to accomplish this.

The Committee is responsible for administering the plan, for approving awards
made under the plan, and for certifying that established performance goals have
been satisfied.

RESTRICTED STOCK

Restricted stock is the primary long-term incentive vehicle for senior
executives. Its purpose is to provide an incentive to senior executives to
manage the Company in a

17
<PAGE>

manner that creates significant long-term value for shareholders. Restricted
stock grants are authorized by the Company's 1993 Comprehensive Stock Incentive
Plan (the "Plan") approved by shareholders at the 1993 annual shareholders
meeting. The Plan permits the Committee to make awards with either "General
Restrictions" relating to continued employment ("time-based" awards) or awards
with "Performance Restrictions" established by the Committee ("performance-
based" awards). As a general rule, unvested restricted shares are forfeited
upon termination of employment.

Pursuant to the Plan, certain senior executives of the Company received
separate time-based and performance-based awards in 1993. These executives are
the Chairman, the Chief Executive Officer, and the direct reports of the Chief
Executive Officer (the "Executive Staff") and the direct reports of these
individuals. In total, 21 senior executives received awards. For the Chairman,
the Chief Executive Officer and the Executive Staff, restricted stock grants
were awarded during 1993 that approximate five times the median annual long-
term incentive award values found in the survey data. For the individuals who
report to the Executive Staff, grants were made that approximate three times
the median annual long-term incentive award values. Current stock ownership was
not considered in determining grant size.

The Committee made these "front-loaded" grants in order to maximize the stock
ownership of senior executives and thereby provide a high level of motivation.
The total number of shares granted to each executive as time-based and
performance-based awards was designed to approximate the median compensation
opportunity of the survey data utilizing a stock price consistent with the
valuation provided by the Company's independent financial advisors. Sixty
percent of the restricted stock granted to each executive consists of a
performance-based award and forty percent of the shares are contained in a
separate time-based award. These awards may vest ratably over the five or
three-year periods if the applicable conditions are satisfied. The Chairman's
award may vest ratably over a ten (10) year period. The awards are presently
intended to be the only long-term incentive grants made to these participants
during the vesting period.

The performance criteria applicable to the performance-based awards will be
determined at the beginning of each year by the Committee. The performance
measures adopted for 1994 are cash coverage of interest, maintaining an
acceptable level of total Company debt in relation to total cash flow, free
cash flow, favorable asset disposition, stock price appreciation and fostering
a strategic alliance with Marriott International, Inc. in lodging
opportunities.

DEFERRED BONUS STOCK AWARDS

Through deferred bonus stock awards, approximately 500 managers are eligible to
receive an award of shares equal to 20% of their annual cash bonus. The award
is distributed ratably over a ten-year period, or at retirement if so elected
by certain levels of management. The award is contingent upon continued
employment.

Compensation of the Chief Executive Officer

BASE SALARY

Mr. Bollenbach's 1993 base salary while employed at Marriott Corporation as
Chief Financial Officer prior to the Distribution was $450,000. In recognition
of his new role as Chief Executive Officer of Host Marriott, the Committee
approved an increase in base salary to $550,000 effective October 9, 1993. This
salary is slightly below the median for the survey group.

18
<PAGE>

ANNUAL INCENTIVE AWARD

Mr. Bollenbach's target annual incentive award for 1993 was 45% of base salary,
and his maximum payout is 70% of base salary. As noted above, during 1993
Marriott Corporation exceeded the maximum level of performance for cash flow
coverage of interest and performed near maximum in cash flow and customer
satisfaction. In addition, Mr. Bollenbach accomplished his individual
objectives, including successful completion of the special dividend to
shareholders of Marriott Corporation. As a result, his 1993 award payout was
$327,370, or 69.2% of salary.

DEFERRED BONUS STOCK AWARD

Twenty percent of Mr. Bollenbach's 1993 annual incentive award was equal to
7,124 shares of Host Marriott deferred bonus stock. Beginning in 1994, he will
no longer be eligible to receive deferred bonus stock awards.

RESTRICTED STOCK AWARD

During 1993, Mr. Bollenbach received two grants totaling 1,000,000 shares of
restricted stock that may vest 20% per year over a five-year period. Of these
shares, one grant for 40% of the total shares is a time-based award which may
vest based on continued employment, and the other grant for the balance may
vest based on the achievement of performance goals established by the
Committee.

In addition, Mr. Bollenbach received a time-based award of 500,000 restricted
shares that may vest at the end of five years based on his continued employment
with Host Marriott. This one-time grant was made in recognition of his unique
contributions related to the special dividend and split of Marriott Corporation
and his continuing importance to the Company.

IMPACT OF INTERNAL REVENUE CODE SECTION 162(M)

The Omnibus Budget Reconciliation Act of 1993 added provisions to the Internal
Revenue Code under Section 162(m) which deny a tax deduction to any publicly
held corporation for individual employee annual compensation in excess of
$1,000,000 for certain employees. However, performance-based compensation can
be excluded from the limitation provision so long as it meets certain
requirements.

The Committee's policy is to consider the impact of the new law for its
shareholders by qualifying as much of the executive compensation programs for
the performance-based exclusion as is possible. The Committee strongly believes
that judgmental evaluation of senior executives' strategic and qualitative
performance is an important adjunct to evaluation against quantitative
criteria. Steps have been taken to secure the performance-restricted stock
based exclusion for the performance-based grants. However, the Committee
anticipates that the Company may lose deductions in future restricted stock
years with respect to vesting of the time-based grants. The Committee will
consider steps it could take to secure a performance-based exclusion for awards
for 1995 and future years under the Annual Incentive Plan.

SUMMARY

The Committee believes that the compensation programs of the Company are
effective in serving both the Company and its shareholders, in both the short
term and the long term.

MEMBERS OF THE COMPENSATION POLICY COMMITTEE

Harry L. Vincent, Jr., Chairman
R. Theodore Ammon
Ann Dore McLaughlin

19
<PAGE>

PERFORMANCE GRAPH

The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the Standard & Poor's Corporation Composite 500
Index (the "S&P 500 Index"), the Standard and Poor's Corporation Hotel/Motel
Composite Index (the "S&P Hotel/Motel Index"), and a peer group index ("Peer
Group") of companies over the period of December 31, 1988 through February 28,
1994. The graph assumes an investment of $100 on December 30, 1988 in the
Company's Common Stock and in each of index and the reinvestment of all
dividends, including the Company's distribution of Marriott International on
October 12, 1993, to shareholders, which is treated as a reinvested special
dividend.

The Peer Group index consists of the following companies: Catellus Development
Corp., Hilton Hotels Corp., Hospitality Franchise System, Inc., La Quinta Inns,
Inc., Marriott International, Inc., Red Lion Inns Corp. LF, The Rouse Company,
and Del Webb Corp. Management believes that after the distribution of Marriott
International, these companies provide a better comparison to the Company's
businesses and operations (including its real estate holdings) than the S&P
Hotel/Motel Index. The Company does not anticipate presenting the S&P
Hotel/Motel Index for purposes of comparison in future proxy statements.

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
COMPARISONS OF FIVE YEAR CUMULATIVE TOTAL
SHAREHOLDER RETURNS

1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Host Marriott Corp. 100.00 106.31 34.09 54.87 69.60 161.70 217.08
S&P 500 Comp-Ltd. 100.00 131.59 127.49 166.17 178.81 196.75 197.04
Peer Group 100.00 138.25 70.11 82.59 85.72 124.97 135.36
Hotel-Motels 100.00 131.40 49.98 65.94 92.74 172.78 187.84
</TABLE>

20
<PAGE>

CERTAIN TRANSACTIONS

In 1985, the Company sold for $10.03 million a 10.32% equity interest in the
Times Square Hotel Company partnership ("TSHCO"), owner of the New York
Marriott Marquis Hotel, to MM Times Square Hotel Investors ("MM Times Square"),
a limited partnership which includes J.W. Marriott, Jr. and Richard E. Marriott
as partners. The Company received cash at closing of $3.15 million and a $6.88
million nonrecourse promissory note due September 1, 2015 with interest at 12%
per annum, collateralized by the ownership interest sold. At the same time, the
Company sold a 28.68% interest in TSHCO to an unrelated third-party for
approximately $26.3 million on essentially the same terms.

Preliminary agreements were reached in 1991 with the purchaser of the 28.68%
interest, and in 1992 with MM Times Square, to restructure the respective
promissory notes payable to the Company. During the fourth quarter of 1992, the
purchaser of the 28.68% interest informed the Company that he would not be
making further payments on his promissory note. In view of this action, the
restructurings of the promissory notes with both TSHCO and MM Times Square have
been discontinued and, in early 1994, the Company foreclosed on the 28.68%
interest. The Company also agreed in early 1994 to accept from MM Times Square
a transfer of a 7.23% equity interest in TSHCO in exchange for cancellation of
the outstanding debt.

The Company was renamed Host Marriott Corporation on October 8, 1993 as a
result of a special dividend (the "Distribution") which split the Company's
businesses between the Company and Marriott International, Inc. ("Marriott
International"). Prior to October 8, 1993, Marriott International was a wholly-
owned subsidiary of the Company. Thereafter, the Company retained capital
intensive lodging real estate business (the "Ownership Business") and
airport/tollroad concessions business (the "Host/Travel Plazas Business"),
while Marriott International took over the management of the lodging and
service management businesses (the "Management Business"). The Company and its
subsidiaries and Marriott International and its subsidiaries have entered into
certain relationships following the Distribution. By reason of their ownership
of shares of common stock of Marriott International and their positions as
Chairman and director, respectively, J.W. Marriott, Jr. and Richard E.
Marriott, who also are a director and Chairman, respectively, of the Company,
would be deemed in control of Marriott International within the meaning of the
federal securities laws. Other members of the Marriott family might also be
deemed control persons of Marriott International by reason of their ownership
of shares of Marriott International and/or their relationship to other family
members.

Prior to the Distribution, the Company and Marriott International entered into
the Distribution Agreement, which provided for, among other things, (i) certain
asset transfers to occur prior to the Distribution, (ii) the Distribution,
(iii) the division between the Company and Marriott International of certain
liabilities and (iv) certain other agreements governing the relationship
between the Company and Marriott International following the Distribution.

Subject to certain exceptions, the Distribution Agreement provides for, among
other things, assumptions of liabilities and cross-indemnities designed to
allocate, effective as of the Distribution, financial responsibility for the
liabilities arising out of or in connection with the Management Business to
Marriott International and its subsidiaries, and financial responsibility for
the liabilities arising out of or in connection with the Ownership Business and
Host/Travel Plazas Business, along with the Company's liabilities under a
substantial portion of its pre-existing financing and long-term debt
obligations, to the Company and its retained subsidiaries. The agreements
executed

21
<PAGE>

in connection with the Distribution Agreement also set forth certain specific
allocations of liabilities between the Company and Marriott International.

Under the Distribution Agreement, Marriott International has a right to
purchase up to 20% of each class of the Company's voting stock (determined
after assuming full exercise of the right) at its then fair market value (based
on an average of trading prices during a specified period), upon the occurrence
of certain specified events generally involving a change in control of the
Company. The purchase right terminates on the tenth anniversary of the
Distribution. In addition, under the Distribution Agreement, Marriott
International has a right of first offer if the Company decides to sell all or
any substantial portion of the Host/Travel Plazas Business.

Among the other agreements between the Company and Marriott International are:

(i) Lodging Management Agreements. Marriott International and certain of its
subsidiaries entered into management agreements with the Company and certain of
its subsidiaries (the "Lodging Management Agreements") to manage for fees, the
Marriott Hotels, Resorts and Suites, Courtyard hotels, Residence Inns and
Fairfield Inns owned by the Company and its subsidiaries.

(ii) Senior Living Services Lease Agreements. Marriott International has
entered into lease agreements with the Company (the "Senior Living Services
Lease Agreements") to operate the 14 senior living facilities (including one
under development) owned by the Company and its subsidiaries. Under the terms
of the Senior Living Services Lease Agreements, Marriott International will pay
or reimburse the Company for all costs and expenses (including property taxes)
associated with the facilities, and in addition will pay rent to the Company.

(iii) Credit Agreement. Marriott International and a subsidiary of the Company
have entered into a Credit Agreement pursuant to which the subsidiary has the
right to borrow from Marriott International up to $630 million.

(iv) Philadelphia Mortgage. Marriott International is providing first mortgage
financing for the Philadelphia Marriott hotel to be constructed by the Company.

(v) Tax Sharing Agreement. The Company and Marriott International have entered
into a tax sharing agreement (the "Tax Sharing Agreement") that defines the
parties' rights and obligations with respect to deficiencies and refunds of
federal, state and other income or franchise taxes relating to the Company's
businesses for tax years prior to the Distribution and with respect to certain
tax attributes of the Company after the Distribution.

(vi) Host Consulting Agreement. Pursuant to the Host Consulting Agreement,
Marriott International has agreed to provide certain consulting and advisory
services to the Company and its subsidiaries with respect to certain
operational matters involving the Host/Travel Plazas Business. The Host
Consulting Agreement has an annual base fee of $500,000 and runs for an initial
three-year term and thereafter will automatically renew for additional one-year
terms unless cancelled by either party.

(vii) Noncompetition Agreement. The Company and Marriott International entered
into a noncompetition agreement (the "Noncompetition Agreement") that defines
the parties' rights and obligations with respect to certain businesses operated
by Marriott International and the Company.

(viii) Transitional Services Agreements. Marriott International and the Company
entered into a number of agreements pursuant to which Marriott International
has

22
<PAGE>

agreed to provide certain services to the Company and its subsidiaries for a
transitional period. Such services are to be provided on market terms and
conditions.

On December 30, 1993, a subsidiary of the Company entered into a contract to
sell a parcel of land in San Antonio, Texas to JWM Family Enterprises, L.P., a
partnership which is comprised of members of J.W. Marriott, Jr.'s immediate
family. The purchase price was determined by using an appraisal prepared by an
unaffiliated, professional land appraisal firm. The partnership intends to
develop a Residence Inn on the land.

APPOINTMENT OF AUDITORS

Subject to shareholder approval, the Board of Directors, acting on the
recommendation of its Audit Committee, has appointed Arthur Andersen & Co., a
firm of independent public accountants, as auditors, to examine and report to
shareholders on the consolidated financial statements of the Company and its
subsidiaries for fiscal year 1994. Representatives of Arthur Andersen & Co.
will be present at the Annual Meeting and will be available to respond to
appropriate questions.

VOTE REQUIRED

The action of the Board of Directors in appointing Arthur Andersen & Co. as the
Company's auditors for fiscal year 1994 is subject to ratification by an
affirmative vote of the holders of a majority of shares of Company Common Stock
entitled to notice of and to vote at the Annual Meeting at which a quorum is
present.

THE BOARD OF DIRECTORS OF THE COMPANY
UNANIMOUSLY RECOMMENDS A VOTE FOR
SUCH APPOINTMENT.

SHAREHOLDER PROPOSAL TO LIMIT
COMPENSATION PAYABLE TO COMPANY
EMPLOYEES AND CONSULTANTS

Murray Katz and Beatrice M. Katz of 11435 Monterrey Drive, Silver Spring, MD
20902, as joint record holders of 1,500 shares of Company Common Stock, have
notified the Company of their desire to introduce the following proposal for
action at the Annual Meeting.

"RESOLVED: That the shareholders of [Host] Marriott Corporation recommend
that the Board of Directors take the necessary steps to institute a salary
and compensation ceiling such that as to future employment contracts, no
senior executive officer or director of the Company receive combined salary
and other compensation which is more than two times the salary provided to
the President of the United States," that is, no more than $400,000.

"REASONS: There is no corporation which exceeds the size and complexity of
operation of the government of the United States of which the President is
the chief executive officer. Even most government agencies far exceed the
size, as measured by personnel and budget, of most private corporations.
The President of the United States now receives a salary of $200,000; even
heads of agencies and members of Congress are paid only somewhat in excess
of $100,000. The recommended ceiling is sufficient to motivate any person
to do his best.

"While the duties of the President of the United States are not comparable
to those of senior executive officers or directors (the President has a
much more demanding job), and while the President has many valuable
compensations, we use the salary of the President only as a reference point
for the shareholders to consider as they evaluate this resolution.

23
<PAGE>

"Officers of public corporations are the employees and not the owners,
except as they may be shareholders in common with other stockholders. Yet,
officers give the appearance that they run the corporations primarily for
their benefit rather than for the benefit of the shareholders. Thus, they
may drain away millions of dollars in salary, stock options and other
compensation. When more than the recommended ceiling on salary and
compensation is taken, this is an expression of greed and abuse of power.

"Usually, there is no direct correlation between the profitability of a
corporation and the compensation to officers. In fact, in many
corporations, compensation increases even as profits fall. It is apparent
that high compensation does not usually serve as an incentive for a better
run or more profitable corporation. Obscene compensation packages
illustrate the power of the Board of Directors, a closed group which
perpetuates itself, by determining who is to be selected to the Board and
who is to be an officer of the company, as well as the compensation to be
received. The Board of Directors does not own the corporation, but it can
run the corporation as if it were their property. There is a general
perception in the United States that corporate officials are grossly
overpaid and that this state of affairs is promulgated by the policy of
Boards of Directors. There is no shortage of qualified people who would
gladly step in and do as good a job as the incumbent officers of the
Corporation and who would have no hesitation serving within the
aforementioned pay ceiling.

"Any officer who believes he can better the corporation should be
sufficiently motivated to purchase stock on the open market or to receive
stock options as part of his salary and compensation package. To remain
competitive in world markets we must cut our costs and not overcompensate
directors and officers.

"Last year a similar proposal received 5.2% of the stockholder's [sic]
vote.

"If YOU AGREE, please mark your proxy FOR this resolution."

The Board of Directors has considered this proposal (as has the Compensation
Policy Committee) and, as it did last year, recommends that shareholders vote
against it for the following reasons: Compensation payable to the Company's
executives and directors is subject to careful review and approval by the
Compensation Policy Committee of the Board of Directors which consists of
outside directors not otherwise employed by the company. As noted in its
Compensation Policy Committee Report on Executive Compensation, the
Compensation Policy Committee fixes executive compensation on the basis of
comparability to other similarly situated corporations and with respect to
attainment by the Company of its budgetary goals as well as attainment by the
individual of other specific objectives. The office of the President of the
United States is a political office of limited duration with an entirely
different compensation structure from that of a corporate employee or that paid
to a director. Comparability is made particularly difficult by the fact that
the President of the United States, in addition to receiving a salary, also
receives a non-accountable expense allowance, use of a residence and secondary
residence, a generous pension following only a few years of service, and many
other items of non-cash compensation. For all of these reasons the Board of
Directors is of the opinion that linking the compensation of Company employees
and directors to that of the President of United States is unrealistic and
without merit. Furthermore, the Board of Directors deems it highly unlikely, if
not impossible, that the Company could attract competent executive level
employees if compensation were limited to a level which is so much below
compensation

24
<PAGE>

levels at competing employers. Consequently the Board of Directors believes
that the proposed resolution, if implemented, would be detrimental to the best
interests of the Company and its shareholders.

VOTE REQUIRED

Approval of the proposed resolution is subject to the affirmative vote of the
holders of a majority of shares of Company Common Stock present in person or
represented by proxy at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE AGAINST SUCH PROPOSAL.

SHAREHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS ANNUALLY

A shareholder (Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia
Avenue, N.W., Suite 215, Washington, D.C. 20037), who owns 200 shares of
Company Common Stock, has notified the Company of her intention to propose the
following resolution at the Annual Meeting of Shareholders:

"RESOLVED: That the stockholders of Host Marriott Corporation recommend
that the Board take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently
adopted."

In support of the resolution, Mrs. Davis has submitted the following statement:

"The great majority of New York Stock Exchange listed corporations elect
all their directors each year."

"This insures that ALL directors will be more accountable to all
shareholders every year and to a certain extent prevents the self-
perpetuation of the Board."

"Last year the owners of 22% of shares voting, voted for a similar
resolution at the Marriott Corporation."

"If you AGREE, please mark your proxy FOR this proposal."

This proposal has been submitted at the last eight Annual Meetings of
Shareholders and was overwhelmingly defeated on each occasion. The Board of
Directors has again considered the proposal (as has the nominating and
Corporate Governance Committee) and again recommends that shareholders vote
"against" it for the following reasons: At the 1984 Annual Meeting of
Shareholders, holders of more than 86% of the shares of the Company's common
stock approved an amendment to the Company's Certificate of Incorporation to
classify the board of Directors into three classes, with one class being
elected each year. As a result, at least two shareholder meetings will be
required to effect a change of control of the Board of Directors thus making it
more difficult to change the membership of the Board of Directors. The Board of
Directors believes that the longer time required to elect a majority of a
classified Board of Directors also helps to assure continuity and stability of
the company's management and policies since a majority of the directors will
always have prior experience as directors of the Company. One benefit of the
existing arrangement is to enhance management's ability to negotiate with the
proponent of a proposal to take over or restructure the Company. The Board of
Directors therefore believes that the proposed resolution would, if
implemented, be detrimental to the best interests of the Company and its
shareholders.

VOTE REQUIRED

Approval of the proposed resolution is subject to the affirmative vote of the
holders of a majority of shares of Company Common Stock present in person or
represented by proxy at the Annual Meeting.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE AGAINST
SUCH PROPOSAL.

25
<PAGE>

SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING

The Annual Meeting for 1995 is scheduled to be held on Thursday, May 11, 1995.
Any shareholder who meets the requirements of the proxy rules under the
Securities Exchange Act of 1934 may submit to the Board of Directors proposals
to be considered for submission to the shareholders at the 1995 Annual Meeting.
Any such proposal should be submitted in writing by notice delivered or mailed
by first-class United States mail, postage prepaid, to the Corporate Secretary,
Host Marriott Corporation, 10400 Fernwood Road, Department 72/862, Washington,
D.C. 20058 and must be received no later than November 28, 1994. Any such
notice shall set forth: (a) the name and address of the shareholder and the
text of the proposal to be introduced; (b) the number of shares of Company
Common Stock held of record, owned beneficially and represented by proxy by
such shareholder as of the date of such notice; and (c) a representation that
the shareholder intends to appear in person or by proxy at the meeting to
introduce the proposal specified in the notice. The chairman of the meeting may
refuse to acknowledge the introduction of any shareholder proposal not made in
compliance with the foregoing procedures.

Any shareholder who meets the requirements of the proxy rules under the
Securities Exchange Act of 1934 may nominate a candidate for director of the
Company. Any such nomination should be submitted in writing by notice delivered
or mailed by first-class United States mail, postage prepaid, to the Corporate
Secretary, Host Marriott Corporation, 10400 Fernwood Road, Dept. 72/862,
Washington, D.C. 20058 and must be received by December 27, 1994. Any such
notice shall set forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of Company Common
Stock entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Company if so
elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

SOLICITATION OF PROXIES

Proxies will be solicited by mail, telephone, or other means of communication.
Solicitation also may be made by directors, officers, and regular employees of
the Company. The Company has retained The First National Bank of Boston to
assist in the solicitation of proxies from shareholders. The First National
Bank of Boston will receive a fee of $6,500.00 plus reimbursement of certain
out-of-pocket expenses. The Company will reimburse brokerage firms, custodians,
nominees, and fiduciaries in accordance with the rules of the New York Stock
Exchange, for reasonable expenses incurred by them in forwarding materials to
the beneficial owners of shares. The entire cost of solicitation will be borne
by the Company.

FORM 10-K ANNUAL REPORT

All shareholders of record on the Annual Meeting Record Date were forwarded
both a copy of the Company's 1993 Annual Report and Form 10-K filed with the
Securities and

26
<PAGE>

Exchange Commission. Any shareholder who desires additional copies of the
Company's 1993 Annual Report or Form 10-K filed may obtain a copy (excluding
exhibits) without charge by addressing a request to the Corporate Secretary,
Host Marriott Corporation, 10400 Fernwood Road, Dept. 72/862, Washington, D.C.
20058. A charge equal to the reproduction cost will be made if the exhibits are
requested.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Christopher G. Townsend
- --------------------------------
Christopher G. Townsend
Corporate Secretary

27
<PAGE>

ANNUAL MEETING OF SHAREHOLDERS
OF HOST MARRIOTT CORPORATION

The 1994 Annual Meeting of Shareholders of Host Marriott Corporation will
be held on THURSDAY, APRIL 28, at the Newark Airport Marriott Hotel in
Newark, New Jersey. The meeting will begin at 10:30 a.m. in the Grand
Ballroom with a continental breakfast provided to shareholders attending
the meeting beginning at 9:00 a.m.

A special Annual Meeting rate is offered at the hotel for the night before
the meeting, Wednesday, April 27, 1994. A limited number of rooms are
available for this rate of $145.00. To receive this special rate, please
call the hotel directly and ask for the Host Marriott Annual Meeting rate
for April 27. Applicable taxes and gratuities will be additional and
reservations are required in advance. This discount may not be used in
conjunction with any other discount, coupon or group rate.

NEWARK AIRPORT MARRIOTT
NEWARK INTERNATIONAL AIRPORT
NEWARK, NEW JERSEY 07114
TELEPHONE: 201-623-0006

Directions to the hotel:

NEW JERSEY TURNPIKE: (Northbound/Southbound)--Exit 13A or 14 "Newark
International Airport." Coming into the airport, follow signs for Marriott
Hotel.

GARDEN STATE PARKWAY: (Northbound)--Exit 140 to US 22 East, travel four
miles to Southbound US 1 & 9 to Airport Entrance (bear left). Coming into
the airport, follow signs for Marriott Hotel. (Southbound) Exit 142 to NJ
24 East/I-78 to Southbound US 1 & 9 to Airport Entrance (bear left).
Coming into the airport, follow signs for Marriott Hotel.

Parking is available at the hotel through complimentary self parking or
valet parking at a charge of $5.00. Complimentary shuttle service is
provided to and from the airport terminals via hotel vans or mini bus. The
shuttle departs from the front entrance of the hotel every 10-15 minutes
with stops at the departure areas at each of the terminals. The shuttle
picks up passengers from the designated hotel ground transportation areas
located at each terminal.
<PAGE>

PROXY

HOST MARRIOTT CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD THURSDAY, APRIL 28, 1994, 10:30 A.M.

The undersigned appoints Richard E. Marriott and Stephen F. Bollenbach as
Proxies. Each shall have power to appoint his substitute. They are authorized
to represent and vote, as designated on the reverse side, all shares of Host
Marriott Corporation common stock held of record by the undersigned on March
11, 1994 at the Annual Meeting of Shareholders to be held on April 28, 1994,
or any adjournment thereof. The Board of Directors recommends votes FOR
proposals 1, 2 and 3 and AGAINST proposals 4 and 5.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE
SIDE

<PAGE>

Please mark
[X] votes as in
this example

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3, AND, AS TO ANY OTHER MATTERS PROPERLY BROUGHT BEFORE
THE MEETING, AS THE PROXIES MAY DIRECT; IN SUCH EVENT, PROPOSALS 4 AND 5 WILL BE
TREATED AS ABSTENTIONS.

MARK, DATE, SIGN, AND PROMPTLY RETURN PROXY CARD IN ENCLOSED ENVELOPE.

1. Election of Directors

Nominees: Andrew Young, Ann Dore McLaughlin and Stephen F. Bollenbach

FOR WITHHELD
[ ] [ ]

[ ]
-----------------------------------
For all nominees except as noted above

2. Ratification of the actions of the Board of Directors appointing Andrew
Young, Ann Dore McLaughlin and Stephen F. Bollenbach to fill vacancies of
the Board occurring in 1993.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To ratify the appointment of Arthur Andersen & Co. as independent auditors.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. To consider a shareholder proposal to limit the compensation payable to
senior executive officers and directors; and

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. To consider a shareholder proposal to reinstate annual election of all
directors.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT

Sign exactly as name appears herein. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, give full title. If a corporation, sign full corporate name by
President or other authorized officer. If a partnership, sign in partnership
name by authorized persons.

Signature: Date
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