exv10w32



 






Exhibit 10.32




RABBI TRUST AGREEMENT




     This Rabbi Trust Agreement (the “Trust Agreement”) made this 27th day of
December 2002, by and between La Quinta Corporation (the “Company”) and Frost Bank (the
“Trustee”).



     WHEREAS, the Company entered into that certain Executive Supplemental Retirement Agreement,
dated November 1, 2001 (the “Agreement”), with Francis W. Cash (the “Participant”), which is
attached hereto as Appendix A;



     WHEREAS, the Company wishes to establish a trust (the “Trust”) and to contribute to the
Trust assets that shall be held therein, subject to the claims of the Company’s creditors in the
event of the Company’s Insolvency (as defined in Section 3(a) herein) until paid to the
Participant and his beneficiaries in such manner and at such times as specified in the Agreement;



     WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded
arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for
the purpose of providing deferred compensation for the Participant for purposes of Title I of the
Employee Retirement Income Security Act of 1974;



     WHEREAS, it is the intention of the Company to make contributions to the Trust to provide
itself with a source of funds to assist it in the meeting of its liabilities under the Agreement;
and



     NOW THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be
comprised, held and disposed of as follows:



Section 1. Establishment of Trust





	 	(a)  	The Company hereby deposits with Trustee in trust the amount specified in
Appendix B, which shall become the principal of the Trust to be held, administered
and disposed of by the Trustee as provided in this Trust Agreement.
	 
	 	(b)  	The Trust hereby established shall be irrevocable.
	 
	 	(c)  	The Trust is intended to be a grantor trust, of which the Company is the
grantor, within the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A
of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
	 
	 	(d)  	The principal of the Trust, and any earnings thereon shall be held separate
and apart from other funds of the Company and shall be used exclusively for the uses
and purposes of the Participant and general creditors as herein set forth. The
Participant and his beneficiaries shall have no preferred claim on, or any




 









 






	 	   	beneficial ownership interest in, any assets of the Trust. Any rights created
under the Agreement and this Trust Agreement shall be mere unsecured contractual
rights of the Participant and his beneficiaries against the Company. Any assets
held by the Trust will be subject to the claims of the Company’s general creditors
under Federal and state law in the event of Insolvency.
	 
	 	(e)  	The Company, in its sole discretion, may at any time, or from time to time,
make additional deposits of cash or other property in trust with Trustee to augment
the principal to be held, administered and disposed of by Trustee as provided in this
Trust Agreement. Neither Trustee nor any Participant or beneficiary shall have any
right to compel such additional deposits.
	 
	 	(f)  	Upon a Change of Control, as defined in the Agreement, and upon the
satisfaction of the conditions set forth in the Agreement, the Company shall, as soon
as possible, but in no event longer than ten (10) days following the Change of
Control, make an irrevocable contribution to the Trust in an amount that, when added
to the amount held by the Trustee in the Trust, is sufficient to pay the Participant
or his beneficiaries the full benefit to which the Participant or his beneficiaries
would be entitled pursuant to the terms of the Agreement as of date on which the
Change of Control occurred.





Section 2. Payment to the Participant or His Beneficiaries





	 	(a)  	Upon the satisfaction of conditions set forth under the Agreement, the
Company shall deliver to the Trustee written notice that the conditions precedent to
the distribution of the Trust funds to the Participant or his beneficiaries have been
satisfied. Such notice shall indicate the lump sum payment required by the Agreement
to the Participant or his beneficiary as required by the Agreement as well as the
amount of the applicable tax withholding. Except as otherwise provided herein, upon
receipt of such notice the Trustee shall distribute the amount of the Trust funds
indicated in the Agreement net of applicable tax withholding to the Participant in a
lump sum. The Company shall provide in writing to Trustee any and all information
Trustee reasonably believes necessary for Trustee or its agent to make any
determination as to payments to the Participant, tax reporting, tax withholding or
otherwise not less than thirty (30) calendar days prior to the time the payments must
be made. Trustee or its agent shall not be required to make any such determination
for which Company has not provided information requested by Trustee.
	 
	 	(b)  	The Trustee shall forward the applicable tax withholding amount to the
Company and the Company shall make provision for the reporting and withholding of any
Federal, state or local taxes that may be required to be withheld with respect to the
payment of benefits pursuant to the terms of the Agreement and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts have
been reported, withheld and paid by Trustee.




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	 	(c)  	The Company shall from time to time pay taxes of any and all kinds whatsoever
that at any time are lawfully levied or assessed upon or become payable in respect of
the Trust fund, the income or any property forming a part thereof or any security
transaction pertaining thereto. To the extent that any taxes lawfully levied or
assessed upon the Trust fund are not paid by the Company, the Trustees shall have the
power to pay such taxes out of the Trust fund and shall seek reimbursement from the
Company. Prior to making any payment, the Trustee may require such releases or other
documents from any lawful taxing authority as it shall deem necessary. The Trustee
shall contest the validity of taxes in any manner deemed appropriate by the Company
or its counsel, but at the Company’s expense, and only if it has received an
indemnity bond or other security satisfactory to it to pay any such expenses. The
Trustee shall not be liable for any non-payment of tax when it distributes an
interest hereunder on directions from the Company.
	 
	 	(d)  	The entitlement of the Participant or his beneficiaries to benefits under the
Agreement shall be determined by the Company or such party as it shall designate
under the Agreement, and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Agreement. Any such determination by the Company
shall be provided to Trustee in writing not less than thirty (30) calendar days prior
to the time by which the Trustee must act thereupon. Trustee or its agent shall not
be required to make any such determination.
	 
	 	(e)  	The Company may make payment of benefits directly to the Participant or his
beneficiaries as they become due under the terms of the Agreement. The Company shall
notify Trustee of its decision to make payment of benefits directly prior to the time
amounts are payable to the Participant or his beneficiaries. In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient to make payments
of benefits in accordance with the terms of the Agreement, the Company shall make the
balance of each such payment as it falls due. Trustee shall notify the Company when
principal and earnings are not sufficient. Under no circumstances shall the Trustee
be obligated to make any distribution of the Trust funds, except to the extent that
the principal of the Trust and any earnings thereon are sufficient to permit such
payment to be made.
	 
	 	(f)  	Notwithstanding anything contained in this Trust Agreement to the contrary,
if at any time the Trust is finally determined by the IRS not to be a “grantor trust”
with the result that the income of the Trust fund is not treated as income of the
Company pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as
amended, or if a tax is finally determined by the IRS to be payable by the
Participant or his beneficiaries with respect to any interest in the Agreement or the
Trust fund prior to payment of such interest to such Participant or beneficiary, then
the Trust shall immediately terminate. The Trustee shall immediately distribute such
share in a lump sum to the Participant or beneficiary entitled thereto regardless of
whether such Participant’s employment has terminated and regardless of form and time
of payments specified in or pursuant




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	 	   	to the Agreement as directed by the Company. Any remaining assets (less any
expenses or costs due under Section 9 of this Trust Agreement) shall then be paid
by the Trustee to the Company in such amounts, and in the manner instructed by the
Company.




Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary when Company is
Insolvent





	 	(a)  	The Trustee shall cease payment of benefits to the Participant and his
beneficiaries if the Company is Insolvent. The Company shall be considered
“Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay
its debts as they become due, or (ii) the Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
	 
	 	(b)  	Provided that there are sufficient assets, if the Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(a) hereof and subsequently
resumes such payments, the first payment following such discontinuance shall include
the aggregate amount of all payments due to the Participant or his beneficiaries
under the terms of the Agreement for the period of such discontinuance, less the
aggregate amount of any payments made to the Participant or his beneficiaries by the
Company in lieu of the payments provided for hereunder during any such period of
discontinuance.





Section 4. Payments To the Company




     Except as provided in Section 3 hereof, because the Trust is irrevocable, the Company shall
have no right or power to direct the Trustee to return to the Company or to divert to others any
of the Trust assets before all payment of benefits have been made to the Participant and his
beneficiaries pursuant to the terms of the Agreement.



Section 5. Investment Authority





	 	(a)  	The Company hereby designates the Trustee to administer the Trust as a
nondiscretionary, directed Trustee. The Trustee will not have any discretion or
authority with regard to the investment of the Trust fund, but must act solely as a
directed trustee of the funds contributed to it. The Trustee is authorized and
empowered, by way of limitation, with the following powers, rights and duties, each
of which the Trustee exercises solely as directed trustee in accordance with the
written direction of the Company:






	 	(1)  	To invest and reinvest the Trust fund, together with the
income therefrom, in common stock, preferred stock, open or closed end mutual
funds (including those for which the Trustee or an affiliate acts as an
investment advisor), bonds, mortgages, notes, time certificates of




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	 	   	deposit, commercial paper and other evidences of indebtedness (including
those issued by the Trustee or any of its affiliates), other securities,
policies of life insurance, annuity contracts, options to buy or sell
securities or other assets, and other property of any kind (personal, real
or mixed, and tangible or intangible);
	 
	 	(2)  	To deposit or invest all or any part of the assets of the
Trust fund in savings accounts or certificates of deposit or other deposits
which bear a reasonable interest rate in a bank, including the commercial
department of the Trustee, if such bank is supervised by the United States or
any state;
	 
	 	(3)  	To hold, manage, improve and control all property, real or
personal, forming part of the Trust fund and to sell, convey, transfer,
exchange, partition, lease for any term, even extending beyond the duration
of this Trust, and otherwise dispose of the same from time to time in such
manner, for such consideration and upon such terms and conditions as the
Trustee shall determine;
	 
	 	(4)  	To have, respecting securities, all the rights, powers and
privileges of an owner, including the power to give proxies, pay assessments
and other sums deemed by the Trustee to be necessary for the protection of
the Trust fund, to vote any corporate stock either in person or by proxy,
with or without power of substitution for any purpose. To participate in
voting trustee pooling agreements, foreclosures, reorganizations,
consolidations, mergers and liquidation and, in connection therewith, to
deposit securities with and transfer title to any protective or other
committee under such terms as the Trustee may deem advisable; to exercise or
sell stock subscriptions or conversion rights; and regardless of any
limitation elsewhere in this document relative to investment by the Trustee,
to accept and retain as an investment any securities or other property
received through the exercise of any of the foregoing powers;
	 
	 	(5)  	To hold in cash, without liability for interest, such portion
of the Trust fund which the Company may direct in writing shall be reasonable
under the circumstances, pending investments or payments of expenses, or the
distribution of benefits;
	 
	 	(6)  	To take such actions as may be necessary or desirable to
protect the Trust fund from loss due to the default on mortgages held in the
Trust including the appointment of agents or trustees in such other
jurisdictions as many seem desirable, to transfer property to such agents or
trustees, to grant such powers as are necessary or desirable to protect the
Trust or its assets, to direct such agents or trustees, or to delegate such
power to direct and to remove such agents or trustees;




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	 	(7)  	To employ such agents, including custodians, sub-custodians
and counsel as may be reasonably necessary and to pay them reasonable
compensation; to settle, compromise or abandon all claims and demands in
favor of or against the Trust assets;
	 
	 	(8)  	To cause title to property of the Trust to be issued, held or
registered in the individual name of the Trustee or in the name of its
nominee(s) or agents, or in such form that title will pass by delivery;
	 
	 	(9)  	To exercise all of the further rights, powers, options and
privileges granted, provided for or vested in trustees generally under the
laws of the State of Texas so that powers conferred upon the Trustee herein
shall not be in limitation of any authority conferred by law, but shall be in
addition thereto;
	 
	 	(10)  	Subject to the conditions provided herein, to institute,
compromise and defend actions and proceedings; to pay or contest any claim;
to settle a claim by or against the Trustee by compromise, arbitration, or
otherwise to release, in whole or in part, any claim belonging to the Trust
to the extent that the claim is uncollectible;
	 
	 	(11)  	To use securities, depositories or custodians and to allow
such securities as may be held by a depository or custodian to be registered
in the name of such depository or its nominee or in the name of such
custodian or its nominee; and
	 
	 	(12)  	To do all other acts necessary or desirable for the proper
administration of the Trust fund, as if the Trustee were the absolute owner
thereof. However, nothing in this section shall be construed to mean the
Trustee assumes any responsibility for the performance of any investment made
by the Trustee in its capacity as trustee under the operations of this Trust
Agreement, except as provided herein. Notwithstanding any powers granted to
the Trustee pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom within the meaning of
Section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code of 1986, as amended.






	 	(b)  	The Company shall have the right from time to time, in its sole discretion,
to substitute assets of equal fair market value for any asset held by the Trust.
This right is exercisable by the Company in a nonfiduciary capacity without the
approval or consent of any person in a fiduciary capacity.




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Section 6. Disposition of Income




     During the term of this Trust, all income received by the Trust, net of expenses, fees and
taxes, shall be accumulated and reinvested.



Section 7. Records and Reports





	 	(a)  	The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made, including
such specific records as shall be agreed upon in writing between the Company and the
Trustee. Within thirty (30) days following the close of each calendar year and
within thirty (30) days after the removal or resignation of the Trustee, the Trustee
shall deliver to the Company a written account of its administration of the Trust
during such year or during the period from the close of the last preceding year to
the date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of all
securities and investments purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust at the end of such
year or as of the date of such removal or resignation, as the case may be.
	 
	 	(b)  	Nothing contained in this Trust Agreement or the Agreement shall deprive the
Trustee of the right to have a judicial settlement of its account. In any proceeding
for the judicial settlement of the Trustee’s accounts or for instructions in
connection with the Trust, the only necessary parties thereto in addition to the
Trustee shall be the Company, and no other person having or claiming any interest in
the Trust shall be entitled to any notice or service of process (except as required
by applicable law). Any judgment, decision or award entered in any such proceeding
or action shall be conclusive upon all interested parties.





Section 8. Responsibilities of Trustee





	 	(a)  	The Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims, provided, however, that the Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by the Company which is contemplated by, and in conformity with, the
terms of the Agreement or this Trust and is given in writing by the Company. In the
event of a dispute between the Company and a party, the Trustee may apply to a court
of competent jurisdiction to resolve the dispute and may hold the assets of the Trust
until the dispute is resolved judicially or by agreement among the parties.




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	 	(b)  	If the Trustee undertakes or defends any litigation arising in connection
with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s
costs, expenses and liabilities (including, without limitation, reasonable attorney’s
fees and expenses) relating thereto and to be primarily liable for such payments. If
the Company does not pay such costs, expenses and liabilities in a reasonably timely
manner, the Trustee may obtain payment from the Trust, without notice to any party.
	 
	 	(c)  	The Trustee may consult with legal counsel (who may also be counsel for the
Company generally) with respect to any of its duties or obligations hereunder, at the
Company’s expense which, should it remain unpaid, may be paid from the Trust without
notice to any party. Trustee shall consult with Company prior to consulting with
legal counsel which may result in additional expense to the Trust.
	 
	 	(d)  	The Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist the Trustee in performing any
of its duties or obligations hereunder, at the Company’s expense which, should it
remain unpaid, may be paid from the Trust without notice to any party. Trustee shall
consult with Company prior to hiring any of the persons in this Section 8(d) which
may result in additional expense to the Trust.
	 
	 	(e)  	The Trustee shall have, without exclusion, all powers conferred on trustees
by applicable law, unless expressly provided otherwise herein, provided, however,
that if an insurance policy is held as an asset of the Trust, the Trustee shall have
no power to name a beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different form) other than to
a successor Trustee, or to loan to any person the proceeds of any borrowing against
such policy.
	 
	 	(f)  	Notwithstanding any powers granted to the Trustee pursuant to this Trust
Agreement or under applicable law, the Trustee shall not have any power that could
give this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated under the Internal Revenue Code.
	 
	 	(g)  	The Company shall indemnify and hold the Trustee harmless from and against
all loss or liability (including expenses and reasonable attorneys’ fees), to which
it may be subject by reason of its execution of its duties under this Trust, or by
reason of any acts taken in good faith in accordance with any directions, or acts
omitted in good faith due to absence of directions, from the Company or the
Participant unless loss or liability is due to a breach of this Trust Agreement or a
violation of applicable law by Trustee or any of Trustee’s affiliates, employees or
directors or to the Trustee’s negligence or willful misconduct of any Trustee’s
affiliates, employees or directors.




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	 	   	All releases and indemnities provided in this Trust Agreement shall survive the
termination of this Trust Agreement. The Company shall indemnify and hold
harmless the Trustee for any actions of a prior Trustee.





Section 8A. Indemnification and Contribution





	 	(a)  	Except for its, his or her own negligence or willful misconduct, breach of
this Trust Agreement or a violation of applicable law, neither Trustee nor any
officer, director, or employee thereof, nor any agent of or counsel for any of the
foregoing shall be responsible or liable for any claim, loss, liability, damages,
deficiency, penalty, unfavorable results, cost or expense (including with limitation
reasonable attorneys’ fee and disbursements whether for internal or external counsel)
resulting from or incident to:






	 	(1)  	any act or omission under or with respect to the Agreement,
the Trust or this Trust Agreement by Company, whether or not Trustee may also
be considered liable for such other party’s act or omission;
	 
	 	(2)  	the adequacy of the principal of the Trust and any earnings
thereon to meet and discharge any liabilities under the Trust or the
Agreement; or
	 
	 	(3)  	any act or omission by the Trustee as a result of the
Trustee’s reliance upon or compliance with instructions issued by Company; or
	 
	 	(4)  	any other cause or result arising from, or related to, the
Agreement, the Trust or this Trust Agreement (collectively “Losses”).
Company shall indemnify and hold harmless Trustee and its officers,
directors, and Employees, and any agent of or counsel for any of the
foregoing, from and against any claim, loss, liability, damages, deficiency,
penalty, cost or expense (including without limitation reasonable attorneys’
fees and disbursements whether for internal or external counsel) resulting
from any Losses.






	 	(b)  	In any litigation or claim brought by any party, Trustee shall be entitled to
indemnification for its reasonable and necessary legal expenses (whether for internal
or external counsel) provided that such litigation or claim does not result in a
finding the Trustee breached its fiduciary duties hereunder. Trustee shall have no
duty to become involved in any legal proceeding unless it is indemnified to its
satisfaction. Trustee shall request indemnification from the Company. In the event
the Company fails or refuses to so indemnify Trustee, Trustee shall receive payment
of such amounts from the Trust. In the event that the Company or the Trust provides
indemnification in any litigation or claim in which Trustee is ultimately found to
have breached its fiduciary duties hereunder, Trustee shall repay any of the funds
advanced by the Company or the Trust, as the case may be, pursuant to this section.
	 
	 	(c)  	The foregoing right of indemnification and contribution shall not limit any
rights or remedies which may be available to Trustee under applicable law. All




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	 	   	releases and indemnities provided in this Trust Agreement shall survive the
termination of the Trust Agreement.
	 
	 	(d)  	Trustee makes no representation with respect to and shall have no
responsibility for the validity or the tax or legal effects of this Trust Agreement,
the Agreement, or the Trust and shall not be liable for any cost, expense, or claim
of any kind relating to such effects. Trustee shall not be deemed a party to the
Agreement, and Company shall be solely responsible for the administration of the
Agreement and the interpretation of any term or condition of the Agreement affecting
any provision of this Trust Agreement.
	 
	 	(e)  	Trustee’s duties and obligations under this Trust Agreement shall be limited
to those expressly imposed upon it by this Trust Agreement and by applicable federal
and state law. Trustee will be under no duty to take any action except as provided
herein or otherwise as Trustee and the Company agree in writing.





Section 9. Compensation and Expenses of Trustee





	 	(a)  	The Trustee is authorized to incur reasonable obligations in connection with
the administration of the Trust including without limitation, all taxes, reasonable
attorney’s fees and administrative fees. Such obligations shall be paid by the
Company. The Trustee is authorized to pay such amounts from the Trust fund if the
Company fails to pay them within sixty (60) days of presentation of a statement of
the amounts due.
	 
	 	(b)  	The Trustee shall be entitled to reasonable compensation for its services as
set forth on Appendix C, as may be amended upon agreement between the Trustee and the
Company from time to time and incorporated herein by this reference. If the fee
schedule changes upon mutual agreement of the Company and the Trustee, Trustee will
mail the new schedule to the Company and the new schedule will apply to this Trust
Agreement on the later of the date specified on the new schedule or thirty (30) days
after Trustee mails or otherwise delivers the new schedule to the Company.





Section 10. Resignation and Removal of Trustee





	 	(a)  	The Trustee may resign at any time by written notice to the Company, which
shall be effective thirty (30) days after receipt of such notice unless the Company
and Trustee agree otherwise.
	 
	 	(b)  	The Trustee may be removed by the Company upon thirty (30) days written
notice or upon shorter notice if acceptable to the Trustee.
	 
	 	(c)  	If the Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or




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	 	   	removal under paragraph(s) (a) or (b) of this section. If no such appointment has
been made, the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All reasonable expenses of the
Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.
	 
	 	(d)  	Any Trustee who resigns or is removed shall be entitled to receive all
applicable compensation and commissions under this Trust Agreement and by law and
shall be entitled to reimbursement of all reasonable expenses with respect to the
Trust up to the date of resignation or removal, including but not limited to
reasonable expenses incurred in transferring the assets of the Trust.





Section 11. Appointment of Successor





	 	(a)  	If the Trustee resigns or is removed in accordance with Section 10(a) or (b)
hereof, the Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace the Trustee upon resignation or removal. The appointment shall
be effective when accepted in writing by the new Trustee, who shall have all of the
rights and powers of the former Trustee, including ownership rights in the Trust
assets. The former Trustee shall execute any instrument necessary or reasonably
requested by the Company or the successor Trustee to evidence the transfer.
	 
	 	(b)  	The successor Trustee need not examine the records and acts of any acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the
Company shall indemnify and defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or from any other past
event, or any condition existing at the time it becomes the successor Trustee.





Section 12. Amendment or Termination





	 	(a)  	This Trust Agreement may be amended by a written instrument executed by
Trustee and the Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Agreement or shall make the Trust revocable after it
has become irrevocable in accordance with Section 1(b) hereof.
	 
	 	(b)  	The Trust shall not terminate until the earlier date on which (i) the
Participant and his beneficiaries are no longer entitled to benefits pursuant to the
terms of the Agreement or (ii) the Trustee distributes the Trust funds to the
Participant or his beneficiaries pursuant to the Agreement. Upon termination of the
Trust, any assets remaining in the Trust shall be returned to the Company. Such
remaining assets shall be paid by the Trustee to the Company in such amounts and in
the




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	 	   	manner instructed by the Company, whereupon the Trustee shall be released and
discharged from all obligations hereunder except as otherwise provided here.
	 
	 	(c)  	Upon written approval of the Participant or his beneficiaries, the Company
may terminate this Trust prior to the time all benefit payments under the Agreement
have been made. All assets in the Trust at termination shall be returned to the
Company.





Section 13. Miscellaneous





	 	(a)  	Any provision of this Trust Agreement prohibited by law shall be ineffective
to the extent of any such prohibition, without invalidating the remaining provisions
hereof.
	 
	 	(b)  	Benefits payable to the Participant and his beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
	 
	 	(c)  	This Trust Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
	 
	 	(d)  	The Trust Agreement shall be binding on, and the powers granted to Company
and Trustee, respectively, shall be exercisable by the respective successors and
assigns of Company and Trustee. Any corporation that succeeds to substantially all
of the business of Trustee by merger, consolidation, purchase or otherwise shall upon
succession and without appointment or other action by Company be and become successor
Trustee hereunder.
	 
	 	(e)  	Any communication to Trustee, including any notice, direction, designation,
certification, order, instruction or objection shall be in writing and signed by the
person authorized under the Agreement or the Trust Agreement to govern same. Trustee
shall be fully protected and indemnified by the Company in acting in accordance with
such written communications. Any notice required or permitted to be given hereunder
shall be deemed given if written and had delivered, mailed, postage prepaid,
certified mail, return receipt requested or transmitted by facsimile to Company or
Trustee at the following address or such other address as a party may specify:





	 	 	 	 	 
	

	 	(i)
	 	If to Company:
	 
	 	 	 	 
	

	 	 	 	La Quinta Corporation
	

	 	 	 	909 Hidden Ridge, Ste. 600
	

	 	 	 	Irving, Texas 75038
	

	 	 	 	Facsimile No.(214) 492-6546
	

	 	 	 	Attn: Treasurer






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	 	(ii)
	 	If to Trustee:
	 
	 	 	 	 
	

	 	 	 	Frost National Bank
	

	 	 	 	P.O. Box 2950
	

	 	 	 	San Antonio, Texas 78299-2950
	

	 	 	 	Facsimile No.(210) 220-5937
	

	 	 	 	Attn: Art Canales







	 	(g)  	Any obligation of Company and/or Trust to repay Trustee amounts pursuant to
any provision of this Trust Agreement shall survive any amendment or termination
hereof or Trustee’s resignation or removal.





Section 14. Effective Date



The effective date of this Trust Agreement shall be the date first written above.




     IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement as of the
date first written above.



	 	 	 
	LA QUINTA CORPORATION:

	 	FROST BANK:
	 
	 	 
	Executed By:

	 	Executed By:
	 
	 	 
	/s/ David L. Rea

	 	/s/ Mark Freeman
	


	 	

	 
	 	 
	Executive VP & Chief Financial Officer

	 	Executive VP
	


	 	

	Title
	 	Title








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