Filed with this report

NO:        BOARD 2016 -- 28

DATE:        November 10, 2016

WHEREAS, Marriott International, Inc. (the “Company”) maintains the Marriott International, Inc. Stock and Cash Incentive Plan (the “Plan”);

WHEREAS, pursuant to Article 17.1 of the Plan, the Board may at any time amend the Plan;

WHEREAS, the change-in-control protections under the Plan, which provide for acceleration of award vesting and distribution in the event of a Covered Termination of Employment (as defined in the Plan) in connection with a Change in Control (as defined in the Plan), currently apply only to participants who are Executive Vice Presidents or above or in a position at market reference code 18 or above;

WHEREAS, the Compensation Policy Committee (the “Committee”) has recommended that the Board approve an amendment to the Plan to (i) extend the same Change in Control protections to all employee participants for both awards currently outstanding and awards granted hereafter, except as the Committee may otherwise explicitly provide in prospective award agreements under the Plan, and to (ii) make related changes to promote tax efficiency; and

WHEREAS, the Board has reviewed the Committee’s recommendation and believes it is reasonable and appropriate.

NOW THEREFORE, BE IT RESOLVED, that the Board hereby approves and adopts the amendment to the Plan substantially in the form attached hereto as Exhibit A; and

BE IT FURTHER RESOLVED that the Chairman, Chief Executive Officer, and any Vice President of the Company, or their designees, are authorized in the name of, and on behalf of, the Company to take any and all such actions and to expend such funds as shall be necessary or appropriate, in their judgment, to carry out the intent and purposes of these Resolutions.

WHEREAS, prior to the consummation of the merger transactions by which Starwood Hotels & Resorts Worldwide, LLC (then known as Starwood Hotels & Resorts Worldwide, Inc.) (“Starwood”) became a wholly-owned subsidiary of the Company (the “Merger”), Starwood maintained the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan, the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan, the Starwood Hotels & Resorts Worldwide, Inc. 2002 Long-Term Incentive Compensation Plan, the Starwood Hotels & Resorts Worldwide, Inc. 1999 Long-Term incentive Compensation Plan and the Starwood Hotels & Resorts Worldwide, Inc. 1995 Long-Term Incentive Plan (collectively, the “Starwood Plans”);

WHEREAS, pursuant to the Merger, the Company has assumed the Starwood Plans and all awards granted thereunder, all references therein to “Company” have been amended to mean the Company, and all references therein to “Board” have been amended to mean the Board of Directors of the Company;

WHEREAS, the change-in-control protections for outstanding awards under the Starwood Plans include certain presumptions regarding the circumstances surrounding a participant’s termination of employment (“Rebuttable Presumptions”) that govern unless the Company establishes to the Board by clear and convincing evidence to the contrary that they are not correct, including, without limitation, positions regarding whether employment was terminated for Cause, for Good Reason, or in connection with or in anticipation of a Change in Control, each as defined in the applicable Starwood Plan or award agreement;

WHEREAS, the Committee has recommended that, in order to increase administrative efficiency, the Board delegate to the Board of Managers of Starwood Hotels & Resorts Worldwide, LLC the authority to determine whether the Company has overcome Rebuttable Presumptions by clear and convincing evidence to the contrary;

WHEREAS, the Board has reviewed the Committee’s recommendation and believes it is reasonable and appropriate; and

WHEREAS, the Board wishes to rename the Starwood Plans because Starwood Hotels & Resorts Worldwide, Inc. no longer exists with that name.

NOW THEREFORE, BE IT RESOLVED, that the Board hereby delegates to the Board of Managers of Starwood Hotels & Resorts Worldwide, LLC (the “Starwood Board”) the authority to determine whether the Company has overcome Rebuttable Presumptions by clear and convincing evidence to the contrary;

BE IT FURTHER RESOLVED that the Starwood Plans are each renamed by replacing “Starwood Hotels & Resorts Worldwide, Inc.” in their titles with “Starwood Hotels & Resorts Worldwide”; and

BE IT FURTHER RESOLVED that the Chairman, Chief Executive Officer, and any Vice President of the Company, or their designees, are authorized in the name of, and on behalf of,

the Company to take any and all such actions and to expend such funds as shall be necessary or appropriate, in their judgment, to carry out the intent and purposes of these Resolutions.

By the Board of Directors

Bancroft S. Gordon

EXHIBIT A