SODEXHO MARIOTT SERVICES INC, S-8 POS, 1998-04-15

SODEXHO MARIOTT SERVICES INC
S-8 POS, 1998-04-15
EATING PLACES

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As filed with the Securities and Exchange Commission on April 15, 1998
Registration No. 33-66624
==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SODEXHO MARRIOTT SERVICES, INC.
(Exact name of Registrant as specified in its charter)

Delaware 52-0936594
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10400 Fernwood Road
Bethesda, Maryland 20817
(Address of principal Executive Offices, including zip code)
SODEXHO MARRIOTT SERVICES, INC. 1993 COMPREHENSIVE STOCK INCENTIVE PLAN
AND
SODEXHO MARRIOTT SERVICES, INC. 1998 COMPREHENSIVE STOCK INCENTIVE PLAN
(Full title of the plan)
Robert A. Stern
Senior Vice President and General Counsel
Sodexho Marriott Services, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
(Name and address of agent for service)
(301) 380-3100
(Telephone number, including area code, of agent for service)

<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Maximum Proposed
Offering Price Maximum Aggregate Amount of
Title of Securities to be Registered Amount to be Registered(3) Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1 par value per share(1)(2).. 10,000,000 shares (4) (4) (4)
==================================================================================================================================
</TABLE>

(1) Includes rights ("Rights") issuable pursuant to that certain Rights
Agreement between the Registrant and Bank of New York dated as of
October 8, 1993, as amended, which Rights are currently carried and
traded with shares of the Registrant's Common Stock (including shares
registered hereunder). The value attributable to the Rights, if any,
is reflected in the value of the Registrant's Common Stock.

(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate
number of additional shares that may be offered or issued pursuant to
the SMS Plans (as defined below) as a result of stock splits, stock
dividends or similar transactions.

(3) The Registrant hereby amends this Registration Statement wherein
34,000,000 shares of Marriott International, Inc. common stock, $1.00 par
value, were registered for issuance under the Marriott International, Inc.
1993 Comprehensive Stock Incentive Plan (the "MI 1993 Plan") and the
Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan
(the "MI 1996 Plan" and, together with the MI 1993 Plan, the
"Predecessor Plans"), on July 27, 1993 and October 31, 1997. On March
27, 1998, the Registrant (i) distributed to its stockholders all of the
outstanding shares of its wholly-owned subsidiary, New Marriott MI,
Inc. (the "Distribution"), (ii) effected a one-for-four reverse stock
split with respect to its common stock (the "Reverse Stock Split") and
(iii) effected a merger of its wholly-owned subsidiary, Marriott-ICC
Merger Corp., with and into International Catering Corporation (the
"Merger", and together with the Distribution and Reverse Stock Split,
the "Transactions"). On such date, the Registrant changed its name
from Marriott International, Inc. to Sodexho Marriott Services, Inc.,
and the MI 1993 Plan was amended and restated as the Sodexho Marriott
Services, Inc. 1993 Comprehensive Stock Incentive Plan (the "SMS 1993
Plan"), and the MI 1996 Plan was amended and restated as the Sodexho
Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan (the
"SMS 1998 Plan", and together with the SMS 1993 Plan, the "SMS Plans").
As a result of the Transactions, in accordance with the terms of the
Predecessor Plans, the Board of Directors of the Registrant has
adjusted the number of shares available for issuance under the SMS
Plans so that (i) no shares are reserved for issuance under the SMS
1993 Plan other than shares reserved for issuance upon the exercise of
outstanding awards under such plan and (ii) ten million (10,000,000)
shares are reserved for issuance under the SMS 1998 Plan, including
shares reserved for issuance upon the exercise of currently outstanding
awards under the SMS Plans.

(4) The filing fee for the registered securities was previously paid with the
MI 1993 Plan Registration Statement on July 23, 1993.
==============================================================================

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

On March 27, 1998, Marriott International, Inc. ("Marriott")
distributed to its stockholders all of the outstanding shares of its
wholly-owned subsidiary, New Marriott MI, Inc. ("New Marriott") (the
"Distribution"), (ii) effected a one-for-four reverse stock split with
respect to its common stock (the "Reverse Stock Split") and (iii) effected
a merger of its wholly-owned subsidiary, Marriott-ICC Merger Corp., with
and into International Catering Corporation (the "Merger", and together
with the Distribution and Reverse Stock Split, the "Transactions"). In
connection with the Transactions, Marriott changed its name to Sodexho
Marriott Services, Inc. ("SMS"). References in this Amendment No. 2 to
the Registration Statement (the "Registration Statement") to the "Company"
are to Marriott prior to the Transactions and to SMS upon and following the
effective time of Transactions. The following documents filed by the
Company with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Amendment No. 2 to Registration
Statement and made a part thereof:

(a) Annual Report on Form 10-K of the Company for the fiscal
year ended January 2, 1998.

(b) Current Report on Form 8-K of the Company filed April 3,
1998.

(c) Description of the Company's Common Stock and Rights
contained in the Company's registration statement on Form 8-A dated September
30, 1993, as amended by the Company's registration statement on Form 8-A/A
dated October 15, 1997.

In addition to the foregoing, all documents subsequently filed
by the Company under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (before the filing of a post-effective
amendment to the registration statement which indicates that all securities
offered hereby have been issued or that deregisters all securities then
remaining hereunder) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 5. Interest of Named Experts and Counsel.

The consolidated financial statements of the Company included
in the Annual Report on Form 10-K under the Exchange Act for the fiscal year
ended January 2, 1998 which is incorporated in this Registration Statement by
reference, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm
as experts in giving said reports.

Joseph Ryan, who in October 1997 issued the opinion of the
Company's Law Department on the legality of the common stock of the Company
offered hereby, was at that time Executive Vice President and General Counsel
of the Company. At such time, Mr. Ryan owned Company common stock and
restricted and deferred Company common stock. He also held employee stock
options to purchase Company common stock. As a result of the Transactions,
Mr. Ryan's stock options were converted into options to purchase shares of
stock of New Marriott. Mr. Ryan does not currently hold any positions
with the Company.

William O. Kafes, who in 1993 issued the opinion of Marriott
Corporation's Law Department on the legality of the common stock of the
Company offered hereby, was at that time Vice President and Associate General
Counsel of Marriott Corporation. At such time, Mr. Kafes held employee stock
options to purchase shares of common stock of Marriott Corporation, and upon
retirement or other termination of employment with Marriott Corporation, Mr.
Kafes was entitled under the employee deferred stock incentive plan to receive
shares of common stock of Marriott Corporation. In connection with Marriott
Corporation's distribution to stockholders, on October 8, 1993, on a share-
for-share basis, of all the outstanding shares of common stock of the Company
following approval by the stockholders at an Annual Meeting (the "1993
Distribution"), Mr. Kafes' employee stock options were converted into two
separate exercisable options, one of which was the right to purchase common
stock of the Company. In connection with the 1993 Distribution, Mr. Kafes had
a one time election to convert each deferred share of common stock of Marriott
Corporation reserved for him under the employee deferred stock incentive plan
to either (i) one share each of the common stock of Host Marriott Corporation
(as Marriott Corporation was renamed as of the 1993 Distribution) and the
common stock of the Company or (ii) the number of shares of common stock of
the Company necessary to reflect the value of his deferred shares immediately
before the 1993 Distribution. Mr. Kafes does not currently own any options or
other awards with respect to shares of the Company.

Item 6. Indemnification of Directors and Officers.

Article 8 of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate") and Section 6.09 of the Company's Amended
and Restated Bylaws ("Bylaws") define the rights of individuals, including
directors and officers of the Company, to indemnification by the Company in
the event of personal liability or expenses incurred by them as a result of
pending or threatened claims against them. Article 9 of the Certificate
limits the personal liability of directors to the Company and its stockholders
for monetary damages for breach of fiduciary duty. These provisions of the
Certificate and Bylaws are collectively referred to herein as the "Director
Liability and Indemnification Provisions."

The Director Liability and Indemnification Provisions are
consistent with Section 102(b)(7) of the Delaware General Corporation Law
("Delaware Law"), which is designed, among other things, to encourage
qualified individuals to serve as directors of Delaware corporations by
permitting Delaware corporations to include in their certificates of
incorporation a provision limiting or eliminating directors' liability for
monetary damages and with other existing Delaware Law provisions permitting
indemnification of certain individuals, including directors and officers.

In performing their duties, directors of a Delaware corporation
are obligated as fiduciaries to exercise their business judgment and act in
what they reasonably determine in good faith, after appropriate consideration,
to be the best interests of the corporation and its stockholders. Decisions
made on that basis are protected by the so-called "business judgment rule."
However, the expense of defending lawsuits means that, as a practical matter,
adequate insurance and indemnity provisions are often a condition of an
individual's willingness to serve as director of a Delaware corporation.
Delaware Law has for some time specifically permitted corporations to provide
indemnity and procure insurance for its directors and officers.

Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only
and is qualified in its entirety by reference to the Certificate and the
Bylaws.

Elimination of Liability in Certain Circumstances. Article 9
of the Certificate protects each director against monetary damages for breach
of fiduciary duty, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law or (iv) for any
transaction from which the director derived an improper personal benefit.
Under Delaware Law, absent provisions such as are in Article 9, directors
could generally be held liable for gross negligence for decisions made in the
performance of their duty of care. Article 9 eliminates such liability.
Under Section 174 of Delaware Law, however, directors remain personally liable
for unlawful dividends or unlawful stock repurchases or redemptions and a
negligence standard applies to such liability.

While the Director Liability and Indemnification Provisions
provide directors with protection from liability for monetary damages for
breaches of the duty of care, they do not eliminate a director's duty of care.
Accordingly, these provisions will have no effect on the availability of
equitable remedies such as an injunction or rescission based upon a director's
breach of the duty of care. Article 9 will apply to officers of the Company
only if they are directors of the Company and are acting in their capacity as
directors, and will not apply to officers of the Company who are not
directors. The elimination of liability of directors for monetary damages in
the circumstances described above may deter persons from bringing third-party
or derivative actions against directors to the extent such actions seek
monetary damages.

Indemnification and Insurance. Under Section 145 of Delaware
Law, directors and officers as well as other employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation (a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the company, and with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of
the derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such an action, and Delaware Law requires court approval before there can
be any indemnification where the person seeking indemnification has been found
liable to the Company.

Section 6.09 of the Bylaws provides as follows:

(a) Each person who was or is a party or is threatened to be
made a party to, or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she or a
person of whom he or she is the legal representative, is or was a director,
officer, employee or agent of the Company or a Subsidiary, or is or was
serving at the request of the Company or a Subsidiary as a director, officer,
partner, member, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Company to the fullest extent permitted
from time to time by Delaware Law as the same exists or may hereafter be
amended (but, if permitted by applicable law, in the case of any such
amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment) or any other applicable laws as presently or
hereafter in effect, and such indemnification shall continue to a person who
has ceased to be such a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators; provided,
that the Company shall indemnify any such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only
if such Proceeding (or part thereof) was authorized by the Board of Directors
or is a Proceeding to enforce such person's claim to indemnification pursuant
to the rights granted by this Bylaw. The Company shall pay the expenses
incurred by such person in defending any such Proceeding in advance of its
final disposition upon receipt (unless the Company upon authorization of the
Board of Directors waives such requirement to the extent permitted by
applicable law) of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the Company as authorized by this Bylaw or otherwise.

(b) The indemnification and the advancement of expenses incurred
in defending a Proceeding prior to its final disposition provided by, or
granted pursuant to this Bylaw shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, other provision of these bylaws, agreement, vote
of stockholders or Disinterested Directors or otherwise. No repeal,
modification or amendment of, or adoption of any provision inconsistent with,
this Section 6.09, nor to the fullest extent permitted by applicable law, any
modification of law, shall adversely affect any right or protection of any
person granted pursuant hereto existing at or with respect to any events that
occurred prior to, the time of such repeal, amendment adoption or modification.

(c) The Company may maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, partner,
member, employee, or agent of the Company or a Subsidiary or of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under Delaware
Law.

(d) If any provision or provisions of this Bylaw shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Bylaw (including, without limitation, each portion of any paragraph of this
Bylaw containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (ii)
to the fullest extent possible, the provisions of this Bylaw (including,
without limitation, each such portion of any paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

(e) For purposes of these Bylaws:

(i) "Disinterested Director" means a director of the Company who
is not and was not a party to the proceeding or matter in respect of which
indemnification is sought by the claimant.

(ii) "Subsidiary" means a corporation, a majority of the capital
stock of which is owned directly or indirectly by the Company.

Article 8 of the Company Certificate provides that a person who was or
is made a party to, or is involved in, any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Company will be indemnified by the Company to the fullest extent provided by
Delaware Law. Article 8 also provides that the Company may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in Article 8.

Item 8. Exhibits.

No. Description
- --- -----------

(4) (a) Sodexho Marriott Services, Inc. 1993 Comprehensive Stock
Incentive Plan.

(b) Sodexho Marriott Services, Inc. 1998 Comprehensive Stock
Incentive Plan.

(c) Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit No. 3(a) to Report on
Form 8-K dated April 3, 1998).

(d) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit No. 3(b) to Report on Form 8-K dated April
3, 1998).

(e) Rights Agreement between the Company and the Bank of New York
(incorporated by reference to Exhibit No. 4.2 to Report on Form
8-K dated October 25, 1993).

(f) Amendment No. 1 to Rights Agreement between the Company and Bank
of New York (incorporated by reference to Exhibit 1 to Form 8-
A/A dated October 15, 1997).

(g) Amendment No. 2 to Rights Agreement between the Company and Bank
of New York.

(5) (a) Opinion of Marriott Corporation's Law Department regarding
the legality of the securities being registered (incorporated
by reference to exhibit 5(a) to Registration Statement No.
33-66624, filed on July 27, 1993).

(b) Opinion of Marriott International, Inc.'s Law Department
regarding the legality of the securities registered
(incorporated by reference to exhibit 5(b) to Registration
Statement No. 33-66624, filed on October 31, 1997).

(23) (a) Consent of Arthur Andersen LLP.

(b) The consents of Marriott International Inc.'s Law Department are
contained in the opinions of such counsel incorporated by
reference as Exhibits 5(a) and 5(b) to this Registration
Statement.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the registration statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section l5(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
under section l5(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in said Act and
therefore may be unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling persons of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether or not such indemnification by
it is against public policy as expressed in the Act, and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the County of Montgomery, State
of Maryland, on this 15th day of April, 1998.

By /s/ Robert A. Stern
--------------------------------------
Robert A. Stern
Senior Vice President and General Counsel

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and
appoints Charles D. O'Dell, Lawrence E. Hyatt and Robert A. Stern as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, to sign any or all further amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 2 to the Registration Statement has been signed below by
the following persons on behalf of the Company in the capacities and on the
date indicated above.

Signature Title
--------- -----

PRINCIPAL EXECUTIVE OFFICER:

/s/ Charles D. O'Dell
- ---------------------------- President and Chief Executive Officer
Charles D. O'Dell

PRINCIPAL FINANCIAL OFFICER:

/s/ Lawrence E. Hyatt
- ---------------------------- Senior Vice President and Chief
Lawrence E. Hyatt Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ Robert Drury
- ---------------------------- Corporate Treasurer
Robert Drury

DIRECTORS:

/s/ William J. Shaw
- ---------------------------- Chairman of the Board
William J. Shaw

/s/ Charles D. O'Dell
- ---------------------------- Director
Charles D. O'Dell

/s/ Pierre Bellon
- ---------------------------- Director
Pierre Bellon

/s/ Bernard Carton
- ---------------------------- Director
Bernard Carton

/s/ Edouard de Royere
- ---------------------------- Director
Edouard de Royere

/s/ John W. Marriott III
- ---------------------------- Director
John W. Marriott III

/s/ Doctor R. Crants
- ---------------------------- Director
Doctor R. Crants

/s/ Daniel J. Altobello
- ---------------------------- Director
Daniel J. Altobello

INDEX TO EXHIBITS

Subsequently
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------

(4) (a) Sodexho Marriott Services, Inc. 1993 Comprehensive
Stock Incentive Plan. 10

(b) Sodexho Marriott Services, Inc. 1998 Comprehensive
Stock Incentive Plan. 27

(c) Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit
No. 3(a) to Report on Form 8-K dated April 3, 1998).

(d) Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit No. 3(b) to
Report on Form 8-K dated April 3, 1998).

(e) Rights Agreement between the Company and the Bank of
New York (incorporated by reference to Exhibit No. 4.2
to Form 8-K dated October 25, 1993).

(f) Amendment No. 1 to Rights Agreement between the Company
and Bank of New York (incorporated by reference to
Exhibit 1 to Form 8-A/A dated October 15, 1997).

(g) Amendment No. 2 to Rights Agreement between the Company
and Bank of New York. 54

(b) Opinion of Marriott International, Inc.'s Law Department
regarding the legality of the securities being registered
(incorporated by reference to exhibit 5(b) to Registration
Statement No. 33-66624, filed on October 31, 1997).

(23) (a) Consent of Arthur Andersen LLP. 59

(b) The consents of Marriott International Inc.'s Law Department
are contained in the opinions of such counsel incorporated by
reference as Exhibits 5(a) and 5(b) to this Registration
Statement.

Exhibit (4)(a)

1993 Comprehensive

Stock Incentive Plan

Sodexho Marriott Services, Inc.

Contents
Page

Article 1. Amendment and Restatement, Establishment, Purpose, And
Duration...................................................1
Article 2. Definitions and Construction................................1
Article 3. Administration..............................................4
Article 4. Shares Subject to the Plan..................................5
Article 5. Participation...............................................6
Article 6. Stock Options...............................................6
Article 7. Restricted Stock............................................10
Article 8. Deferred Stock..............................................11
Article 9. Amendment, Modification, and Termination....................12
Article 10. Tax Withholding.............................................13
Article 11. Indemnification.............................................13
Article 12. Successors..................................................13
Article 13. Legal Construction..........................................13

SODEXHO MARRIOTT SERVICES, INC.

1993 COMPREHENSIVE STOCK INCENTIVE PLAN

Article 1. Amendment and Restatement, Purpose, And Duration

1.1 Amendment and Restatement of the Plan. Marriott International,
Inc., a Delaware corporation to be renamed Sodexho Marriott Services, Inc. after
the Distribution (as defined below) and the Merger (as defined below) (the
"Company"), hereby amends and restates the Marriott International, Inc. 1993
Comprehensive Stock Incentive Plan (the "Predecessor Plan") as set forth herein,
such amended and restated plan to be known as the "Sodexho Marriott Services,
Inc. 1993 Comprehensive Stock Incentive Plan" (hereinafter referred to as the
"Plan").

The Plan as amended and restated herein shall become effective as of
the effective time of the Merger (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.

1.2 Purpose of the Plan. The purpose of the Plan is to promote and
enhance the long-term growth of the Company by aligning the personal interests
of Employees to those of Company shareholders and allowing such Employees to
participate in the growth, development and financial success of the Company,
through the issuance and administration of 1998 Conversion Awards.

1.3 Duration of the Plan. The Plan as amended and restated shall
commence on the Effective Date, as described in Section 1.1 hereof, and shall
remain in effect, subject to the right of the Board of Directors of the Company
to amend or terminate the Plan at any time pursuant to Article 9 hereof, until
all 1998 Conversion Awards have been exercised, vested, paid, forfeited or
otherwise terminated.

Article 2. Definitions and Construction

Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

2.1 "Allocation Agreement" means the Employee Benefits and Other
Employment Matters Allocation Agreement by and between Marriott International,
Inc. (To Be Renamed Sodexho Marriott Services, Inc.) and New Marriott MI, Inc.
(To Be Renamed Marriott International, Inc.) dated as of September 30, 1997.

2.2 "Amendment Agreement" means the Amendment Agreement dated as of
January 28, 1998 by and among the Company, Marriott-ICC Merger-Corp., New
Marriott MI, Inc., Sodexho Alliance S.A. and ICC.

2.3 "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
or Deferred Stock.

2.4 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 under the Exchange Act.

2.5 "Board" or "Board of Directors" means the Board of Directors of
the Company.

2.6 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

2.7 "Committee" has the meaning set forth in Section 3.1.

2.8 "Company" means Marriott International, Inc. which, after the
Distribution and the Merger, will be renamed Sodexho Marriott Services, Inc.,
together with any and all Subsidiaries, and any successor thereto as provided in
Article 12 herein.

2.9 "Compete" means to engage, individually or as an employee,
consultant or owner (more than 5%) of any entity, in any business engaged in
significant competition with any business operated by the Company.

2.10 "Deferred Stock" means Shares subject to an Award of a Deferred
Stock Agreement granted under the terms and conditions described in Section 8.2.

2.11 "Director" means any individual who is a member of the Board of
Directors of the Company.

2.12 "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in good faith,
upon receipt of sufficient competent medical advice from one or more
individuals, selected by or satisfactory to the Committee, who are qualified to
give professional medical advice.

2.13 "Distribution" means the distribution to the holders of
outstanding shares of common stock of the Company of all the outstanding shares
of capital stock of New Marriott MI, Inc. as provided in the Distribution
Agreement.

2.14 "Distribution Agreement" means the Distribution Agreement between
Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc.")
and New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc.") dated
as of September 30, 1997, as amended by the Amendment Agreement.

2.15 "Effective Date" shall have the meaning ascribed to such term
in Section 1.1 hereof.

2.16 "Employee" means a nonunion, salaried employee of the Company who
during the thirteen four-week accounting periods prior to any date of
determination worked at least 2,080 hours for the Company.

2.17 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor thereto.

2.18 "Fair Market Value" means, unless otherwise determined in the
discretion of the Committee, the average of the highest and lowest quoted
selling prices for the Shares on the relevant date, or (if there were no sales
on such date) the average so computed on the nearest day before and the nearest
day after the relevant date, as prescribed by Treasury Regulation
20.2031-2(b)(2), as reported in the Wall Street Journal or a similar publication
selected by the Committee.

2.19 "Incentive Stock Option" or "ISO" means an Award of an option to
purchase Shares, granted under Article 6 hereof, which is designated as an
Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.

2.20 "Insider" shall mean an individual who is, on the relevant date,
an officer, Director or more than ten percent (10%) beneficial owner of any
class of the Company's equity securities that is registered pursuant to Section
12 of the Exchange Act, as defined under Section 16 of the Exchange Act.

2.21 "Merger" means the merger contemplated by the Agreement and Plan
of Merger dated as of September 30, 1997, by and among Marriott International,
Inc. (To Be Renamed "Sodexho Marriott Services, Inc."), Marriott-ICC Merger
Corp., New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc."),
Sodexho Alliance, S.A. and International Catering Corporation, as amended by the
Amendment Agreement.

2.22 "1998 Conversion Award" means an Award made to a Retained Employee
pursuant to the Allocation Agreement solely to reflect the effect of the
Distribution and Reverse Stock Split on outstanding awards made under the
Predecessor Plan and held by the Retained Employee immediately before the
Distribution.

2.23 "Nonqualified Stock Option" or "NQSO" means an Award of an option
to purchase Shares, granted under Article 6 hereof, which is not intended to be
an Incentive Stock Option.

2.24 "Non-Union Employee" means employees of the Company who are not
represented by a labor union with which the Company has entered into a
collective bargaining agreement.

2.25 "Officers" shall have the meaning as that term is defined in Rule
16a-1(f), as the same may be amended from time-to-time, under the Exchange Act.

2.26 "Option" means an Award of an Incentive Stock Option or of a
Nonqualified Stock Option.

2.27 "Option Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

2.28 "Participant" means an Employee of the Company with regard to whom
an Award granted under the Plan is outstanding.

2.29 "Period of Restriction" means the period during which the transfer
of Shares of Restricted Stock is restricted in some way (based on the passage of
time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Committee, at its discretion), and is subject to a
substantial risk of forfeiture, as provided in Article 7 hereof.

2.30 "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and shall include a "group", as defined in Section
13(d)(3) thereof.

2.31 "Predecessor Plan" means the Marriott International, Inc. 1993
Comprehensive Stock Incentive Plan (prior to its amendment and restatement as
provided herein).

2.32 "President" means the chief executive officer of the Company
however such person may be titled.

2.33 "Restricted Stock" means an Award granted to a Participant
pursuant to Article 7 hereof.

2.34 "Retained Employee" has the meaning set forth in Section 2.01
of the Distribution Agreement.

2.35 "Reverse Stock Split" means the conversion of four Shares into one
Share effected on or about the Effective Date, subject to shareholder approval.

2.36 "Shares" means shares of the Common Stock of the Company, or of
any successor corporation adopting this Plan.

2.37 "Subsidiary" means any corporation more than fifty percent of the
number of share of common stock of which is beneficially owned by the Company,
or by any of its subsidiaries.

Article 3. Administration

3.1 The Committee. The Plan shall be administered by the Compensation
Policy Committee of the Board, or by any other committee appointed by the Board
(the "Committee"). The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of Directors.

3.2 Authority of the Committee. The Committee shall have full power to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan; to establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 9 herein) to
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall have the full power to make all other
determinations which may be necessary or advisable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the terms of any Award or in the terms of the Plan, in the
manner and to the extent it shall deem expedient. The Committee shall be the
sole and final judge of such expediency, and its determinations shall be
conclusive.

3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its stockholders, Employees, Participants,
and their estates, beneficiaries or other representatives.

3.4 Unanimous Consent in Lieu of Meeting. A memorandum signed by all
Committee Members shall constitute the act of the Committee without the
necessity, in such event, to hold a meeting.

3.5 No Awards Other Than 1998 Conversion Awards. Notwithstanding
anything in this Plan to the contrary, on and after the Effective Date, no
Awards other than 1998 Conversion Awards shall be granted or outstanding under
this Plan; provided, however, that nothing in this Plan shall prohibit any
adjustment of any 1998 Conversion Award to the extent allowed by Section 4.3
hereof.

3.6 Administration of Conversion Awards. To the extent required by the
Allocation Agreement, the Committee shall give service credit to each
Participant with respect to any continuing employment provisions under the terms
of any 1998 Conversion Award for purposes of determining eligibility, vesting,
or similar requirements.

Article 4. Shares Subject to the Plan

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the number of Shares hereby reserved for issuance under the Plan shall
be equal to the number of Shares subject to 1998 Conversion Awards after giving
effect to the Distribution and Reverse Stock Split.

4.2 Lapsed Awards. If any Award granted under this Plan terminates,
expires, or lapses for any reason other than pursuant to an adjustment as
provided in Section 4.3 hereof, any Shares subject to such Award shall not be
available for the grant of an Award by the Committee under this Plan, but such
Shares shall be available for the grant of awards under the Sodexho Marriott
Services, Inc. 1998 Comprehensive Stock Incentive Plan.

4.3 Adjustments in Authorized Shares and Awards. In the event of any
change in corporate capitalization, such as a stock split, or a corporate
transaction, such as any merger, consolidation, separation, including a
spin-off, or other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the definition
of such term in Code Section 368) or any partial or complete liquidation of the
Company, (a) such adjustment shall be made in the number and class of Shares
which may be delivered under Section 4.1 as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and/or (b) the Committee or the board of directors,
compensation committee or similar body of any other legal entity assuming the
obligations of the Company hereunder, shall either (i) make appropriate
provision for the protection of outstanding Awards by the substitution on an
equitable basis of appropriate equity interests or awards similar to the Awards,
provided that the substitution neither enlarges nor diminishes the value and
rights under the Awards; or (ii) upon written notice to the Participants,
provide that Awards will be exercised, distributed, canceled or exchanged for
value pursuant to such terms and conditions (including the waiver of any
existing terms or conditions) as shall be specified in the notice. Any
adjustment of an ISO under this paragraph shall be made in such a manner so as
not to constitute a "modification" within the meaning of Section 424(h)(3) of
the Code.

Article 5. Participation

5.1 Participation. Only those Employees of the Company entitled to
receive 1998 Conversion Awards shall participate in the Plan.

5.2 Employment. Nothing in the Plan or in any Award or Award Agreement
shall interfere with or limit in any way the right of the Company to terminate
any Participant's employment at any time with or without cause, or to increase
or decrease the Employee's compensation from the rate in existence at the time
an Award is granted, and nothing in the Plan shall confer upon any Participant
any right to continue in the employ of the Company.

Article 6. Stock Options

6.1 Award of Options. Subject to the terms and provisions of the Plan,
Options may be awarded to Employees at any time and from time to time as shall
be determined by the Committee. The Committee shall have complete discretion in
determining the number of Shares subject to Options awarded to each Participant.
The Committee may award ISOs, NQSOs, or a combination thereof. No person shall
be eligible to receive Incentive Stock Option Awards who owns, directly or
indirectly (as ownership is defined in Section 424(d) of the Code), more than
ten percent (10%) of the voting stock of the Company or any of its subsidiaries.
Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs in
excess of the maximum established by Section 422 of the Code.

6.2 Options. Options awarded under the Plan shall be evidenced by stock
option agreements in form consistent with the Plan as the Committee shall
approve from time to time, which agreements shall contain in substance the
following terms and conditions:

(a) Price. The purchase price for each Share deliverable
upon the exercise of an Option shall be not less than the Fair Market Value of
the stock as determined by the Committee on the day the award of the Option is
approved by the Committee, which shall be deemed to be the date the Option is
awarded. In the case of 1998 Conversion Awards of Options, the purchase price
for each Share deliverable upon the exercise of an Option shall be the amount
determined in accordance with the Allocation Agreement.

(b) Number of Shares. The Option agreement shall specify
the number of shares to which it pertains. In the case of 1998 Conversion
Awards, the number of shares to which the Option pertains may be adjusted in
accordance with the Allocation Agreement.

(c) Waiting Period and Exercise Dates. The shares subject
to an Option may be purchased commencing one year after the date of the initial
grant, said one-year period being referred to herein as the "waiting period."
Following the waiting period, the shares subject to the Option may be purchased
in accordance with the schedule set forth in the Option agreement, which
schedule shall allow their purchase by the optionee no sooner than as follows:

25% of such shares commencing at the end of the waiting period, and an
additional 25% of such shares commencing at the first day of each of
the second, third, and fourth annual anniversaries of the date of the
Award; provided, however, that the purchase schedule set forth in any
Option agreement may specify any shorter or longer period for share
purchases as the Committee may determine in its sole and absolute
discretion.

To the extent that an Option to purchase shares is not exercised by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried forward and shall be exercisable at any time thereafter, provided,
however, that no such Option is exercisable after the expiration of fifteen (15)
years from the date such option is granted (ten (10) years from the grant date
in the case of an Incentive Stock Option), or such shorter period of time as
determined by the Committee upon the award of such Option. Partial exercise will
be permitted from time to time.

(d) Medium and Time of Payment. Shares purchased pursuant
to an Option agreement shall be paid for in full at the time of purchase,
payment to be made either in cash or, if requested by the optionee and approved
by the Committee, by delivery of Shares having an aggregate fair market value
equal to the purchase price. Upon receipt of payment the Company shall, without
transfer or issue tax to the optionee or other Person entitled to exercise the
option, deliver to the optionee or such other Person either a certificate or
certificates for such Shares or confirmation from the transfer agent for the
Shares that said transfer agent is holding Shares for the account of the
optionee or such other Person in a certificateless account.

(e) Rights as a Shareholder. The optionee shall have no
rights as a shareholder with respect to any Shares covered by the Option until
the date of issuance of a stock certificate or confirmation for such Shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date of
exercise.

(f) Non-Assignability of Option Rights. Except as may
otherwise be provided by the Committee, no Option shall be assignable or
transferable by the optionee except by will or by the laws of descent and
distribution. During the life of an optionee, the Option shall be exercisable
only by the optionee.

(g) Effect of Leave of Absence, Termination of Employment
or Death. Except as otherwise provided by the Committee or in any employment
agreement or Award Agreement, in the event that an optionee during the
optionee's lifetime goes on leave of absence for a period of greater than twelve
months, or ceases to be an employee of the Company or of any subsidiary for any
reason, including retirement (except a leave of absence approved by the Board or
the Committee, as the case may be), any Option or unexercised portion thereof
which was otherwise exercisable on the date of termination of employment shall
expire unless exercised within a period of three months (one year in the case of
an employee who is disabled, within the meaning of Section 22(e)(3) of the Code)
from the date on which the optionee ceased to be an Employee, or has been on
leave for over 12 months, but in no event after the expiration of the term for
which the Option was granted; provided, however, that in the case of an optionee
of an NQSO who is an "approved retiree" (as hereafter defined), said optionee
may exercise such Option until the sooner to occur of (i) the expiration of such
Option in accordance with its original term or (ii) one year from the date on
which the Option latest in time awarded to the optionee under the Plan has
become fully exercisable under Section 6.2(c) above. For purposes of the proviso
to the preceding sentence: (i) an "approved retiree" is any optionee who (A)
retires from employment with the Company with the specific approval of the Board
or its designee on or after such date on which the total of the number of years
of service with the Company (each such year to be a period of twelve consecutive
calendar months during which the optionee was paid for 1200 or more hours of
work) when added to the age of the optionee equals or exceeds 75, and (B) has
entered into an agreement not to compete in form and substance satisfactory to
the Company; (ii) any time period during which an optionee may continue to
exercise an Option within clause (ii) of said proviso shall count in determining
compliance with any schedule pursuant to Section 6.2(c) above; and (iii) if an
approved retiree is subsequently found by the Company to have violated the
provisions of the non-competition agreement referred to in clause (i)(B) of this
sentence, said optionee shall have ninety (90) days from the date of such
finding within which to exercise any then exercisable options. Except as
otherwise provided by the Committee or in any employment agreement or Award
agreement, in the event of the death of an optionee during the three month
period described above for exercise of an Option by a terminated optionee or one
on leave for over 12 months then the Option shall be exercisable by the
optionee's personal representatives, heirs or legatees to the same extent and
during the same period that the optionee could have exercised the Option if the
optionee had not died. Except as otherwise provided by the Committee or in any
employment agreement or Award Agreement, in the event of the death of an
optionee while an employee or an approved retiree of the Company or any
Subsidiary, the total Option granted to the deceased employee (but only if the
waiting period has elapsed), shall be exercisable by the decedent's personal
representatives, heirs or legatees at any time prior to the expiration of one
year from the date of the death of the optionee, but in no event after the
expiration of the term for which the Option was granted. Except as otherwise
provided by the Committee or in any employment agreement or Award Agreement, in
the event that an optionee ceases to be an employee of the Company or any
Subsidiary for any reason, including death or retirement prior to the lapse of
the waiting period, the Option shall terminate and be null and void.

(h) Leave of Absence. In the case of an employee who is
on approved leave of absence in excess of twelve months, the Committee may, as
it deems equitable, make provision for the continuance of the Option during the
period of the leave of absence, except that in no event shall an Option be
exercised after the expiration of the term for which such Option was granted.

(i) General Restriction. Each Option shall be subject to
the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the Shares
subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as, for example, a condition of, or in connection with,
the issue or purchase of Shares thereunder, such option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.

(j) Designation of Option. Each option issued under the
Plan shall be clearly identified as an Incentive Stock Option or as a
Non-Qualified Stock Option.

6.3 Incentive Stock Options. The Committee may designate that any
Options granted pursuant to the Plan shall be Incentive Stock Options, any such
designation to be subject to the following terms and conditions:

(a) Exercised Options. No Option which has been exercised
may retroactively be designated as an Incentive Stock Option.

(b) No Incentive Stock Option shall be granted later than
ten years from the earlier of the date the Predecessor Plan was adopted or the
date the Predecessor Plan was approved by shareholders.

(c) Limitation on Annual Exercise. In the case of all
Incentive Stock Options granted hereunder, the aggregate fair market value
(determined at the time the options are granted) of the stock for which
Incentive Stock Options are exercisable for the first time by any Employee
during any calendar year (under plans of the Company and any of its
subsidiaries) shall not exceed $100,000.

(d) Compliance with Code. Any designation of an option as
an Incentive Stock Option and any related Option agreement shall be subject to
and contain such further terms and conditions as shall be necessary to comply
with all provisions of the Code (including any regulations thereunder or
interpretations thereof) which apply to Incentive Stock Options (as defined in
Section 422(b) of the Code). In addition, the Committee may, with respect to any
Option (and any related Option agreement) granted hereunder which is designated
as an Incentive Stock Option, adopt any amendment thereto which it may deem
necessary or advisable to comply with the provisions of Section 422 of the Code.

Article 7. Restricted Stock

7.1 Award of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may award Shares of
Restricted Stock to Employees in such amounts, and bearing such restrictions, as
the Committee shall determine.

7.2 Restricted Stock Agreement. Each Restricted Stock award shall be
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, or Periods, the number of Shares of Restricted Stock awarded, and
such other provisions as the Committee shall determine.

7.3 Nature of Restrictions. The restrictions to be imposed on the
Shares of Restricted Stock to be awarded to eligible key employees shall be
removed in phases over a period of years depending upon the fulfillment of
conditions to be determined by the Committee such as: (1) continued employment
with the Company over a prescribed period of time, and (2) the Employee's
refraining from Competing with the Company or otherwise engaging in activities
which are inimical to the Company's best interests.

It is intended that the restrictions imposed by the Committee will,
until released, constitute a "substantial risk of forfeiture" of the Shares of
Restricted Stock within the meaning of Section 83(c)(1) of the Code and Section
1.83-3 of the Federal Income Tax Regulations and are to be construed
accordingly. If the conditions are not met, then any Shares that otherwise would
be freed from the restrictions will be returned to the Company for cancellation.

7.4 Nontransferability of Restricted Stock. Except as provided in this
Article 7, the Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable period of restriction established by the Committee and
specified in the Restricted Stock agreement, or upon earlier satisfaction of any
other conditions, as specified by the Committee in its sole discretion and set
forth in the Restricted Stock agreement. All rights with respect to the Shares
of Restricted Stock granted to a Participant under the Plan shall be available
during his or her lifetime only to such Participant.

7.5 Removal of Restrictions. Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock award
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction.

7.6 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those Shares while they are so held. If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

7.8 Termination of Employment. In the event an Employee's employment
with the Company is terminated because of (i) his or her death, or (ii) mental
or physical disability of such a nature as to render him or her incapable of
performing his or her normally assigned duties, the releases of the Shares
pursuant to this Article 7 shall nevertheless continue in the same manner as
though his or her active employment with the Company were continuing on a
satisfactory performance basis; and Employee's rights thereunder in case of
death or mental incapacity shall inure to the benefit of his or her executors,
administrators, personal representatives, and assigns.

Article 8. Deferred Stock

8.1 Award of Deferred Stock. Subject to the terms and conditions of the
Plan, the Board or Committee, in response to a recommendation from the
President, may award a Deferred Stock Agreement.

8.2 Deferred Stock Agreements. Deferred Stock Agreements reserve
Shares of Common Stock for the benefit of the Employee subject to the following
conditions:

(a) Vesting. Shares contingently vest in pro rata annual
installments until age 65 or over a specified number of years. If the Employee's
employment with the Company is terminated for any reason, including death,
permanent disability or retirement, all reserved shares not vested before such
termination will be forfeited and the Deferred Stock Agreement terminated.

(b) Distribution of Shares. Vested Shares will be
distributed to the Employee in ten consecutive annual installments, or over such
shorter period as the President may direct, commencing on January 2 following
the date the Employee retires, becomes permanently disabled, or attains at least
age 65 and is no longer employed by the Company. Upon the Employee's death all
undistributed vested shares will be distributed in one distribution to the
deceased Employee's designated beneficiaries or, in absence of such
beneficiaries, to the Employee's estate.

(i) The Employee not competing with the Company,
without obtaining the Company's written
consent, at any time before all Shares
reserved for the Employee's benefit under
the Deferred Stock Agreement have been
distributed or forfeited,

(ii) The Employee not committing any criminal
offense or malicious tort relating to or
against the Company, and

(iii) The Employee having provided the Company
with a current address where Shares may be
distributed. If said conditions are not met
all undistributed Shares will be forfeited
and the Deferred Stock Agreement terminated.

8.3 Assignment. An Employee's rights under a Deferred Stock Agreement
may not, without the Company's written consent, be assigned or otherwise
transferred, nor shall they be subject to any right or claim of an Employee's
creditors, provided that the Company may offset any amounts owing to or
guaranteed by the Company, or owing to any credit union related to the Company
against the value of Shares to be distributed under Deferred Stock Agreements.

Article 9. Amendment, Modification, and Termination

9.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. The termination, amendment, or modification of the Plan may be
in response to changes in the Code, Exchange Act, national securities exchange
regulations, or for other reasons deemed appropriate by the Committee. However,
without the approval of the stockholders of the Company, no such termination,
amendment, or modification may:

(a) Increase the number of Shares specified in Section
4.1 of the Plan, or the total number of shares for which Options may be granted
under this Plan, except as provided in Section 4.3 herein; or

(b) Materially modify the requirements as to eligibility for
participation in the Plan; or

(d) Extend the maximum period after the date of grant during
which Options may be exercised; or

(e) Change the provisions of the Plan regarding Option
Price or the waiting period for exercise of Options, except as provided in
Sections 4.3 or 6.2 hereof. The termination or any modification or amendment of
the Plan shall not, without the consent of an Employee, affect the Employee's
rights under an Award previously granted to the Employee. With the consent of
the Employee affected, the Committee may amend an outstanding Award Agreement in
a manner consistent with the Plan.

9.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.

Article 10. Withholding

The Company shall have the power and the right to deduct from any
amount otherwise due to the Participant, or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy Federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan.

With respect to withholding required in connection with any Award, the
Company may require, or the Committee may permit a Participant to elect, that
the withholding requirement be satisfied, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be withheld on
the transaction. Any election by a Participant shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.

Article 11. Indemnification

Each Person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such Persons
may be entitled under the Company's Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

Article 12. Successors

All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, of
all or substantially all of the business and/or assets of the Company, or a
merger, consolidation, or otherwise.

Article 13. Legal Construction

13.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

13.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

13.3 Requirements of Law. The granting of Awards and the issuance of
Shares under this Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

13.4 Governing Law. To the extent not preempted or otherwise governed
by Federal law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Maryland.

Exhibit (4)(b)

1998 Comprehensive
Stock Incentive Plan

Sodexho Marriott Services, Inc.

Contents
Page

Article 1. Amendment and Restatement, Objectives, and Duration.............1
Article 2. Definition......................................................1
Article 3. Administration..................................................5
Article 4. Shares Subject to the Plan and Maximum Awards...................6
Article 5. Eligibility and Participation...................................7
Article 6. Stock Options...................................................7
Article 7. Other Awards...................................................10
Article 8. Performance Measures for Awards................................11
Article 9. 1998 Conversion Awards and ICC Conversion Options..............12
Article 10. Beneficiary Designation........................................12
Article 11. Deferrals......................................................12
Article 12. Rights of Employees............................................12
Article 13. Amendment, Modification, and Termination.......................13
Article 14. Withholding....................................................14
Article 15. Indemnification................................................14
Article 16. Successors.....................................................15
Article 17. Legal Construction.............................................15

SODEXHO MARRIOTT SERVICES, INC.

1998 COMPREHENSIVE STOCK INCENTIVE PLAN

Article 1. Amendment and Restatement, Objectives, and Duration

1.1 Amendment and Restatement of the Plan. Marriott International,
Inc., a Delaware corporation to be renamed Sodexho Marriott Services, Inc. after
the Distribution (as defined below) and the Merger (as defined below) (the
"Company"), hereby amends and restates the Marriott International, Inc. 1996
Comprehensive Stock Incentive Plan as set forth herein, such amended and
restated plan to be known as the "Sodexho Marriott Services, Inc. 1998
Comprehensive Stock Incentive Plan" (hereinafter referred to as the "Plan").

The Plan as amended and restated herein shall become effective as of
the effective time of the Merger (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.

The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of key Employees.

1.3 Duration of the Plan. The Plan as amended and restated shall
commence on the Effective Date, as described in Section 1.1 hereof, and shall
remain in effect, subject to the right of the Board of Directors of the Company
to amend or terminate the Plan at any time pursuant to Article 13 hereof, until
all Shares subject to it shall have been purchased or acquired according to the
Plan's provisions.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

2.2 "Amendment Agreement" means the Amendment Agreement dated as of
January 28, 1998 by and among the Company, Marriott-ICC Merger-Corp., New
Marriott MI, Inc., Sodexho Alliance S.A. and ICC.

2.3 "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options, Other Share-Based
Awards and Cash Performance-Based Awards, including 1998 Conversion Awards and
ICC Conversion Options.

2.4 "Award Agreement" means an agreement entered into by the Company
and each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.

2.5 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 under the Exchange Act.

2.6 "Beneficiary" means the person or persons designated pursuant to
Article 10 hereof.

2.7 "Board" or "Board of Directors" means the Board of Directors of
the Company.

2.8 "Cash Performance-Based Awards" means a Cash Performance-Based
Award, as described in Article 7 herein.

2.9 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

2.10 "Committee" means the Compensation Policy Committee of the Board,
as specified in Article 3 herein, or such other committee appointed by the Board
to administer the Plan with respect to grants of Awards.

2.11 "Company" means Marriott International, Inc. which, after the
Distribution and the Merger, will be renamed Sodexho Marriott Services, Inc.,
together with any and all Subsidiaries, and any successor thereto as provided in
Article 16 herein.

2.12 "Covered Employee" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of
"covered employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.

2.13 "Director" means any member of the Board.

2.14 "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in good faith,
upon receipt of sufficient competent medical advice from one or more
individuals, selected by or satisfactory to the Committee, who are qualified to
give professional medical advice.

2.15 "Distribution" means the distribution to the holders of
outstanding shares of common stock of the Company of all the outstanding shares
of capital stock of New Marriott MI, Inc. as provided in the Distribution
Agreement.

2.16 "Distribution Agreement" means the Distribution Agreement between
Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc.")
and New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc.") dated
as of September 30, 1997, as amended by the Amendment Agreement.

2.17 "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.

2.18 "Employee" means any individual who is, or will become, a
full-time, active, non-union employee of the Company. Directors who are not
employed by the Company shall not be considered Employees under this Plan.

2.19 "Engaging in Competition" means (i) engaging, individually or as
an employee, consultant or owner (more than 5%) of any entity, in any business
engaged in significant competition with any business operated by the Company;
(ii) soliciting and hiring a key employee of the Company in another business,
whether or not in significant competition with any business operated by the
Company; or (iii) using or disclosing confidential Company information, in each
case, without the approval of the Company.

2.20 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor thereto.

2.21 "Fair Market Value" means, unless otherwise determined in the
discretion of the Committee, the average of the highest and lowest quoted
selling prices for the Shares on the relevant date, or (if there were no sales
on such date) the average so computed on the nearest day before or the nearest
day after the relevant date, as reported in the Wall Street Journal or a similar
publication selected by the Committee.

2.22 "ICC" means International Catering Corporation.

2.23 "ICC Conversion Options" means an Award made pursuant to Article 9
hereof in exchange for an ICC Option as provided in Section 2.8(c) of the Merger
Agreement.

2.24 "ICC Option" means an option to acquire common stock, par value
$0.001 of ICC issued pursuant to the International Catering Corporation 1996
Stock Option Plan.

2.25 "Incentive Stock Option" or "ISO" means an option to purchase
Shares granted under Article 6 herein, which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.

2.26 "Insider" shall mean an individual who is, on the relevant date,
an officer, Director or more than ten percent (10%) beneficial owner of any
class of the Company's equity securities that is registered pursuant to Section
12 of the Exchange Act, as defined under Section 16 of the Exchange Act.

2.27 "Merger" means the merger contemplated by the Merger Agreement.

2.28 "Merger Agreement" means the Agreement and Plan of Merger dated as
of September 30, 1997, by and among Marriott International, Inc. (To Be Renamed
"Sodexho Marriott Services, Inc."), Marriott-ICC Merger Corp., New Marriott MI,
Inc. (To Be Renamed "Marriott International, Inc."), Sodexho Alliance, S.A. and
International Catering Corporation, as amended by the Amendment Agreement.

2.29 "1998 Conversion Award" means an Award made pursuant to Article 9
hereof and the Allocation Agreement to reflect the effect of the Distribution
and the Reverse Stock Split on outstanding awards which were made under the
Predecessor Plan and which were held by the grantee immediately before the
Distribution.

2.30 "Nonqualified Stock Option" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

2.31 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.

2.32 "Option Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

2.33 "Other Share-Based Award" means an Other Share-Based Award, as
described in Article 7 herein.

2.34 "Participant" means an individual who has an outstanding Award
granted under the Plan.

2.35 "Performance-Based Exception" means the performance-based
exception from the tax deductibility limitations of Code Section 162(m).

2.36 "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.

2.37 "Predecessor Plan" means the Marriott International, Inc. 1996
Comprehensive Stock Incentive Plan (prior to its amendment and restatement as
provided herein).

2.38 "Reverse Stock Split" means the conversion of four Shares into one
Share effected on or about the Effective Date, subject to shareholder approval.

2.39 "Shares" means the shares of Common Stock of the Company, or of
any successor company adopting this Plan.

2.40 "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns a majority of the equity interest by vote
or value or in which the Company has a majority of the capital or profits
interest.

2.41 "Year of Service" means a period of twelve (12) consecutive
calendar months during which an Employee was paid for 1200 or more hours of work
for the Company.

Article 3. Administration

3.2 Authority of the Committee. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full and sole power to: select
Employees who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 13
herein) amend the terms and conditions of any outstanding Award to the extent
such terms and conditions are within the discretion of the Committee as provided
in the Plan. Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan. The
Committee's determinations under the Plan (including without limitation,
determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the Award Agreements
evidencing such Awards) need not be uniform and may be made by the Committee
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated. As permitted by
law, the Committee may delegate its authority under the Plan to a Director or
Employee.

3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all parties.

3.4 Unanimous Consent in Lieu of Meeting. A memorandum signed by all
members of the Committee shall constitute the act of the Committee without the
necessity in such event to hold a meeting.

Article 4. Shares Subject to the Plan and Maximum Awards

4.1 Number of Shares. Subject to Sections 4.2 and 4.3 herein, and after
giving effect to the Distribution, the Reverse Stock Split, and the cancellation
of awards under the Predecessor Plan as provided in the Allocation Agreement,
(a) in the aggregate, no more than ten million (10,000,000) Shares may be issued
pursuant to 1998 Conversion Awards, 1998 conversion awards granted under the
Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan, ICC
Conversion Awards and Awards granted under the Plan after the Effective Date,
and (b) the maximum aggregate number of Shares that may be subject to any Awards
(other than 1998 Conversion Awards and ICC Conversion Options) granted in any
one fiscal year to any single Employee shall be five hundred thousand (500,000)
Shares.

4.2 Lapsed Awards. If any Award granted under this Plan, or any award
under the Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive
Plan, is canceled, terminates, expires, or lapses for any reason, any Shares
subject to such Award or award shall again be available for the grant of an
Award under the Plan.

4.3 Adjustments in Authorized Shares and Awards. In the event of any
change in corporate capitalization, such as a stock split, or a corporate
transaction, such as any merger, consolidation, separation, including a
spin-off, or other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the definition
of such term in Code Section 368) or any partial or complete liquidation of the
Company, (a) such adjustment shall be made in the number and class of Shares
which may be delivered under Section 4.1 and the Award limits set forth in
Section 4.1 as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of rights;
and/or (b) the Committee or the board of directors, compensation committee or
similar body of any other legal entity assuming the obligations of the Company
hereunder, shall either (i) make appropriate provision for the protection of
outstanding Awards by the substitution on an equitable basis of appropriate
equity interests or awards similar to the Awards, provided that the substitution
neither enlarges nor diminishes the value and rights under the Awards; or (ii)
upon written notice to the Participants, provide that Awards will be exercised,
distributed, canceled or exchanged for value pursuant to such terms and
conditions (including the waiver of any existing terms or conditions) as shall
be specified in the notice. Any adjustment of an ISO under this paragraph shall
be made in such a manner so as not to constitute a "modification" within the
meaning of Section 424(h)(3) of the Code.

Article 5. Eligibility and Participation

5.1 Eligibility. All Employees of the Company, including Employees who
are Directors, are eligible to participate in this Plan.

5.2 Actual Participation by Employees. Subject to the provisions of the
Plan, the Committee may, from time to time, select from all eligible Employees,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award.

Article 6. Stock Options

6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees in such number, and upon such terms, and at
any time and from time to time as shall be determined by the Committee. Options
may include provisions for reload of Options exercised by the tender of Shares
or the withholding of Shares with respect to the exercise of the Options.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.

6.3 Option Price. The Option Price for each grant of an Option under
this Article 6 shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.

6.4 Duration of Options. Each Option granted under this Article 6 shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the fifteenth
(15th) anniversary date of its grant.

6.5 Exercise of Options. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Employee.

The ability of an Employee to exercise an Option is conditioned upon the
Employee not committing any criminal offense or malicious tort relating to or
against the Company.

6.6 Payment. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) if permitted in
the governing Award Agreement, by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price (provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price), or (c) if permitted in the governing Award Agreement, by a
combination of (a) and (b).

The Committee also may allow cashless exercise as permitted under the
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

6.7 Restrictions on Share Transferability. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

6.8 Termination of Employment or Leave of Absence. Except as otherwise
provided by the Committee or in any Award Agreement or any employment agreement,
in the event that an Employee, during the Employee's lifetime has been on leave
of absence for a period of greater than twelve (12) months (except a leave of
absence approved by the Board or the Committee, as the case may be), or ceases
to be an Employee of the Company or of any Subsidiary for any reason, including
retirement, the portion of any Option which is not exercisable on the date on
which the Employee ceased to be an Employee or has been on leave for over twelve
(12) months (except a leave of absence approved by the Board or the Committee,
as the case may be) shall expire on such date and any unexercised portion
thereof which was otherwise exercisable on such date shall expire unless
exercised within a period of three (3) months (one year in the case of a
Participant who is Disabled) from such date, but in no event after the
expiration of the term for which the Option was granted; provided, however, that
in the case of an optionee of an NQSO who is an "Approved Retiree" (as
hereinafter defined), said optionee may exercise such Option to the extent such
Option is vested until the sooner to occur of (i) the expiration of such Option
in accordance with its original term; or (ii) one (1) year from the date on
which the Option latest in time awarded to the Participant under the Plan has
become fully exercisable under Section 6.5 hereof. For purposes of the proviso
to the preceding sentence:

(a) An "Approved Retiree" is any optionee who (A) retires from
employment with the Company with the specific approval of the
Committee on or after such date on which the optionee has
completed 20 Years of Service or has attained age 55 and
completed 10 Years of Service, and (B) has entered into and
has not breached an agreement to refrain from Engaging in
Competition in form and substance satisfactory to the
Committee;

(b) An Option shall continue to vest in accordance with any
schedule established pursuant to Section 6.5 herein during any
time period during which an optionee may continue to exercise
an Option within clause (ii) of said proviso; and

(c) Except as otherwise provided by the Committee or in any Award
agreement, or any employment agreement, if an Approved Retiree
is subsequently found by the Committee to have violated the
provisions of the agreement to refrain from Engaging in
Competition referred to in clause (a)(B) of this sentence, (A)
in the case of an Option which was granted before the
Effective Date or which is a 1998 Conversion Award, such
Approved Retiree shall have ninety (90) days from the date of
such finding within which to exercise any Options or portions
thereof which are exercisable on such date, any Options or
portions thereof which are not exercised within such ninety-
(90-) day period shall expire and any Options or portion
thereof which are not exercisable on such date shall be
canceled on such date, and (B) in the case of an Option which
is not described in clause (c)(A) of this sentence, such
Option shall be forfeited and canceled as of the date on which
such Approved Retiree shall have been found by the Committee
to have violated the terms of the agreement to refrain from
Engaging in Competition referred to in clause (a)(B) of this
sentence.

Except as otherwise provided by the Committee or in any Award Agreement
or any employment agreement, in the event of the death of an optionee during the
three-month period described above for exercise of an Option by a terminated
optionee or one on leave for over 12 months (except a leave of absence approved
by the Board or the Committee, as the case may be), the Option shall be
exercisable by the optionee's personal representatives, heirs or legatees to the
same extent and during the same period that the optionee could have exercised
the Option if the optionee had not died.

Except as otherwise provided by the Committee or in any Award Agreement
or any employment agreement, in the event of the death of an optionee while an
Employee of the Company or any Subsidiary, the total outstanding Option granted
to the deceased Employee shall be exercisable by the decedent's personal
representatives, heirs or legatees at any time prior to the expiration of one
(1) year from the date of death of the optionee, but in no event after the
expiration of the term for which the Option was granted.

Except as otherwise provided by the Committee or in any Award Agreement
or employment agreement, notwithstanding anything in Section 6.5 to the
contrary, in the event of the death of an optionee while an Approved Retiree of
the Company or any Subsidiary, the total outstanding Option granted to the
deceased Employee shall be exercisable by the decedent's personal
representatives, heirs or legatees at any time prior to the expiration of one
(1) year from the date of death of the optionee, but in no event after the
expiration of the term for which the Option was granted.

6.9 Nontransferability of Options.

(a) Incentive Stock Options. No ISO granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent
and distribution. Further, all ISOs granted to a Participant
under the Plan shall be exercisable during his or her lifetime
only by such Participant.

(b) Nonqualified Stock Options. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this
Article 6 may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all
NQSOs granted to a Participant under this Article 6 shall be
exercisable during his or her lifetime only by such
Participant.

Article 7. Other Awards

7.1 Grant of Other Share-Based Awards. The Committee may grant Other
Share-Based Awards to Participants in such number, and upon such terms, and at
any time and from time to time, as shall be determined by the Committee.

7.2 Terms of Other Share-Based Awards. Other Share-Based Awards shall
contain such terms and conditions as the Committee may from time to time specify
and may be denominated in cash, Shares, restricted Shares, Share-equivalent
units, in Share appreciation units, in securities convertible into Shares or in
a combination of the foregoing and may be paid in cash or in Shares, all as
determined by the Committee. Other Share-Based Awards may be issued alone or in
tandem with other Awards granted to Employees.

7.3 Other Share-Based Award Agreement. Each Other Share-Based Award
shall be evidenced by an Award Agreement that shall specify such terms and
conditions as the Committee shall determine.

7.4 Cash Performance-Based Awards. The Committee may grant cash
performance-Based Awards based on performance measures set forth in Article 8
not based on Shares upon such terms and at any time and from time to time as
shall be determined by the Committee. Each such Cash Performance-Based Award
shall be evidenced by an Award Agreement that shall specify such terms and
conditions as the Committee shall determine. A Cash Performance-Based Award not
providing for the issuance of Shares shall not decrease the number of shares
under Article 4 which may be issued pursuant to other Awards.

Article 8. Performance Measures for Awards

8.1 Performance Measures. Unless and until the Committee proposes for
shareholder vote and shareholders approve a change in the general performance
measures set forth in this Article 8, the attainment of which may determine the
degree of payout and/or vesting with respect to Awards granted to Covered
Employees which are designed to qualify for the Performance-Based Exception, the
performance measure(s) to be used for purposes of such Awards shall be chosen
from among the following alternatives:

(a) Consolidated cash flows,

(b) Consolidated financial reported earnings,

(d) Earnings per share,

(e) Business unit financial reported earnings,

(f) Business unit economic earnings,

(g) Business unit cash flows, and

(h) Appreciation in the Fair Market Value of Shares either alone
or as measured against the performance of the stocks of a
group of companies approved by the Committee.

8.2 Adjustments. The Committee shall have the discretion to adjust the
determinations of the degree of attainment of the preestablished performance
objectives; provided, however, that Awards which are designed to qualify for the
Performance-Based Exception, and which are held by Covered Employees, may not be
adjusted upward (the Committee shall retain the discretion to adjust such Awards
downward).

8.3 Committee Discretion. In the event that applicable tax and/or
securities laws change to permit Committee discretion to alter the governing
performance measures without obtaining shareholder approval of such changes, the
Committee shall have sole discretion to make such changes without obtaining
shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without
satisfying the requirements of Code Section 162(m).

Article 9. 1998 Conversion Awards and ICC Conversion Options

9.1 1998 Conversion Awards. All 1998 Conversion Awards which, under the
Allocation Agreement, are to be denominated in Shares shall be issued under the
Plan as provided in the Allocation Agreement. The Committee shall administer all
such 1998 Conversion Awards under this Plan, giving service credit to the
grantee of each such 1998 Conversion Award to the extent required under the
Allocation Agreement. All 1998 Conversion Awards shall be subject to
substantially similar terms and conditions as provided in the holder's
corresponding awards under the Predecessor Plan.

9.2 ICC Conversion Options. All ICC Conversion Options are to be issued
as options to acquire Shares and shall be issued under the Plan as provided in
the Merger Agreement. The Committee shall administer all such ICC Conversion
Options under this Plan, giving service credit to the grantee of each such ICC
Conversion Option. All ICC Conversion Options shall be subject to substantially
similar terms and conditions as provided in the grantee's corresponding option
agreement under the International Catering Corporation 1996 Stock Option Plan,
and the number and exercise price of each such ICC Conversion Option shall be
determined in accordance with the methodology set forth in Section 424 of the
Code.

Article 10. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before the Participant has received any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Company, and will be effective only when filed by
the Participant in writing with the Company during the Participant's lifetime.
In the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

Article 11. Deferrals

The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option, or the payment of or the lapse or waiver of restrictions with respect to
any other Award. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.

Article 12. Rights of Employees

12.1 Employment. Nothing in the Plan or in any Award or any Award
Agreement, shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time with or without cause, or to
increase or decrease the Participant's compensation from the rate in existence
at the time an Award is granted, and nothing in the Plan shall confer upon any
Participant any right to continue in the employ of the Company.

12.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

Article 13. Amendment, Modification, and Termination

13.1 Amendment, Modification, and Termination. The Board may at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, however, that the Board shall not, except to the extent
provided in Section 4.3 hereof, increase the number of Shares specified in
Section 4.1(a) without the requisite affirmative vote of the shareholders of the
Company entitled to vote with respect to the approval thereof, and, provided
further, that the Board may, in its sole discretion, condition the adoption of
any other amendment of the Plan on the approval thereof by the requisite vote of
the shareholders of the Company entitled to vote thereon.

The Committee shall not have the authority to cancel outstanding Awards
and issue substitute Awards in replacement thereof, except as provided in
Section 4.3 hereof.

13.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. Subject to the restriction set forth in Article 8 herein on
the exercise of upward discretion with respect to Awards which have been
designed to comply with the Performance-Based Exception, the Committee may make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4.3 hereof) affecting the Company or the
financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.

13.3 Awards Previously Granted. No termination, amendment, or
modification of the Plan or any Award shall adversely affect in any material way
any Award previously granted under the Plan, without the written consent of the
Participant holding such Award.

13.4 Compliance with Code Section 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan shall comply
with the requirements of Code Section 162(m); provided, however, that in the
event the Committee determines that such compliance is not desired with respect
to any Award or Awards available for grant under the Plan, then compliance with
Code Section 162(m) will not be required. In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this
Article 13, make any adjustments it deems appropriate.

13.5 Substitution of Awards in Mergers and Acquisitions. Awards may be
granted under the Plan from time to time in substitution for awards held by
employees or directors of entities who become or are about to become employees
or directors of the Company or a Subsidiary as the result of a merger,
consolidation or other acquisition of the employing entity or the acquisition by
the Company or a Subsidiary of the assets or stock of the employing entity. The
terms and conditions of any substitute awards so granted may vary from the terms
and conditions set forth herein to the extent that the Committee deems
appropriate at the time of grant to conform the substitute awards to the
provisions of the awards for which they are substituted.

Article 14. Withholding

14.1 Tax Withholding. The Company shall have the power and the right to
deduct from any amount otherwise due to the Participant, or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy Federal,
state, and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this Plan.

14.2 Share Withholding. With respect to withholding required in
connection with any Award, the Company may require, or the Committee may permit
a Participant to elect, that the withholding requirement be satisfied, in whole
or in part, by having the Company withhold Shares having a Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax
which could be withheld on the transaction. Any election by a Participant shall
be irrevocable, made in writing, signed by the Participant, and shall be subject
to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.

Article 15. Indemnification

Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

Article 16. Successors

All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, of
all or substantially all of the business and/or assets of the Company, or a
merger, consolidation or otherwise.

Article 17. Legal Construction

17.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular and the singular shall include the plural.

17.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

17.3 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

17.4 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Maryland.

Exhibit (4)(g)

Amendment No. 2 to Rights Agreement

Amendment No. 2 dated as of March 27, 1998 to the Rights
Agreement dated as of October 8, 1993 and amended by Amendment No. 1
("Amendment No. 1") thereto dated as September 30, 1997 (as so amended, the
"Rights Agreement") between Marriott International, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation (the "Rights Agent"). Terms not otherwise defined herein are used
herein as defined in the Rights Agreement.

W I T N E S S E T H
- - - - - - - - - -

WHEREAS, pursuant to Amendment No. 1, the Rights Agreement was
amended such that the Rights are not and will not become exercisable as a
result of the transactions relating to and contemplated by the Agreement and
Plan of Merger (the "Merger Agreement") dated as of September 30, 1997 by and
among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho
Alliance, S.A. ("Sodexho") and International Catering Corporation;

WHEREAS, pursuant to the Merger Agreement, the Company has
agreed to enter into amendments to the Rights Agreement, at Sodexho's request,
the effect of which would be to terminate the Rights Agreement or cause the
Rights to be extinguished, canceled, redeemed or otherwise made inapplicable;
and

WHEREAS, pursuant to Sections 26 and 28 of the Rights
Agreement, the Company, at Sodexho's request, now desires to amend certain
provisions of the Rights Agreement in order to supplement certain provisions
therein.

NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:

1. Section 1(a) is amended in its entirety to read as follows:

(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, or (v) Sodexho
Alliance, S.A. ("Sodexho") or any of its Affiliates; and,
provided, further, that no Person who or which, together with
all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding solely as a result of the transactions
relating to and contemplated by the Agreement and Plan of
Merger dated as of September 30, 1997, as amended, by and
among the Company, Marriott-ICC Merger Corp., New Marriott
MI, Inc., Sodexho and International Catering Corporation
shall be deemed an Acquiring Person for any purpose of this
Agreement.

2. Section 1(t) is amended in its entirety to read as follows:

(t) "Final Expiration Date" shall mean the Close of
Business on September 26, 2003.

3. Section 1(ii) is amended in its entirety to read as follows:

"Specified Directors" shall mean those directors of the
Board who are not (i) officers of the Company, (ii) within a
class constituting of the issue of J. Willard Marriott, Sr.,
living from time to time, a spouse of such issue, or the
spouse of J. Willard Marriott, Sr., (iii) an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person,
or a representative of an Acquiring Person or of any such
Affiliate or Associate, or (iv) any Person (other than
Sodexho or any of its Affiliates), or an Affiliate or
Associate of such Person, who has made a tender offer or
exchange for which, upon consummation thereof would make such
Person the Beneficial Owner of 30% or more of the shares of
Common Stock then outstanding. An adopted child shall be
considered a child by blood of any such issue.

4. Section 3(a) is amended in its entirety to read as follows:

Until the earliest of (i) the Close of Business on the
tenth day after the Stock Acquisition Date (or, if the tenth
day after the Stock Acquisition Date occurs before the Record
Date, the Close of Business on the Record Date) or (ii) the
Close of Business on the tenth Business Day after the date
that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan, or
Sodexho or any of its Affiliates) is first published or sent
or given within the meaning of Rule 14d-2(a) of the General
Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial
Owner of 30% or more of the shares of Common Stock then
outstanding (the earliest of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of paragraph (b) of
this Section 3) by the certificates for the Common Stock
(which certificates for Common Stock shall be deemed also to
be certificates for Rights) and not be separate certificates,
and (y) the rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock.
As soon as practicable after the Distribution Date, the
Rights Agent will, at the expense of the Company, send by
first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the Close of Business on the
Distribution Date, at the address of such holder shown on the
stockholder records of the Company, one or more rights
certificates, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each
share of Common Stock so held, subject to adjustment as
provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made
pursuant to Section 11(p) hereof, at the time of distribution
of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Rights Certificates
representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and
after the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates.

5. Section 11(a)(ii)(B) is amended in its entirety to read as
follows:

(B) any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, or Sodexho or any of
its Affiliates), alone or together with its Affiliates and
Associates, shall, at any time after the Rights Dividend
Declaration Date, become the Beneficial Owner of 30% or more
of the shares of Common Stock then outstanding, unless the
event causing the 30% threshold to be crossed is (x) a
transaction set forth in Section 13(a) hereof, or (y) an
acquisition of shares of Common Stock pursuant to a tender
offer or an exchange offer for all outstanding shares of
Common Stock at a price and on terms determined by at least a
majority of the members of the Board and who are not
representatives, nominees, Affiliates or Associates of an
Acquiring Person, after receiving advice from one or more
investment banking firms, to be (a) at a price which is fair
to stockholders (taking into account all factors which such
members of the Board deem relevant including, without
limitation, prices which could reasonably be achieved if the
Company or its assets were sold on an orderly basis designed
to realize maximum value) and (b) otherwise in the best
interests of the Company and its stockholders then, promptly
following five (5) days after the date of the occurrence of
an event described in Section 11(a)(ii)(B) hereof and
promptly following the occurrence of an event described in
Section 11(a)(ii)(A) hereof, proper provision shall be made
so that each holder of a Right (except as provided below and
in Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current Purchase
Price in accordance with the terms of this Agreement, in lieu
of a number of one one-thousandths of a share of Preferred
Stock, such number of shares of Common Stock of the Company
as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the then number of one
one-thousandths of a share of Preferred Stock for which a
Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (y) dividing
that product (which, following such first occurrence, shall
thereafter be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by 50% of the
Current Market Price per share of Common Stock on the date of
such first occurrence (such number of shares being referred
to as the "Adjustment Shares").

6. Except as expressly herein set forth, the remaining
provisions of the Rights Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, this Agreement No. 2 has been signed to be
effective as of this 27th day of March 1998 by authorized representatives of
each of the Company and the Rights Agent.

Marriott International, Inc.

By: /s/ Raymond G. Murphy
---------------------------------
Name: Raymond G. Murphy
Title: Vice President and Treasurer

The Bank of New York

By: /s/ John I. Sivertsen
----------------------------------
Name: John I. Sivertsen
Title: Vice President

Exhibit (23)(a)

Consent of Arthur Andersen LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in Amendment No. 2 to Sodexho Marriott Services, Inc.'s Registration
Statement on Form S-8 (File No. 33-66624) of our report dated February 3, 1998
included in Marriott International, Inc.'s (subsequently renamed "Sodexho
Marriott Services, Inc.") Form 10-K for the year ended January 2, 1998 (File No.
1-12188) and to all references to our Firm included in Amendment No. 2 to such
Registration Statement.

By /s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP

Washington, D.C.
April 8, 1998