Exhibit 10.2

Amendment No. 1 to Retirement Benefit Agreement

EXHIBIT D

DELAY OF PAYMENT ELECTION FORM

In recognition of the adoption of
Section 409A of the Internal Revenue Code and the limits that new Section 409A places on the Retirement Benefit Agreement between Sunstone Hotel Investors, Inc. (the Corporation) and Robert A. Alter (the Executive),
dated November 15, 1997 (the Agreement); the Corporation desires to take advantage of the transition relief provided by the proposed regulations under Section 409A and provide the Executive with the opportunity to alter the
payment schedule of the Agreement.

Accordingly, the Corporation hereby provides the following election, which will be deemed to amend the
Agreement, provided that any election provided for may not change payments that would have been made in 2006 or cause payments to be made in 2006:

Executive hereby elects to receive payment of the balance in my Deferred Compensation Account pursuant to the following schedule (subject to the limits set forth in the preceding paragraph:



|     |  |                                                                                                                                                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Year |  | Amount Payable; Time for Payment                                                                                                                                                                                                              
|2011 |  | One-twentieth (1/20th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2010, which amount shall be payable to the Executive on or after January 1, 2011, but no later than February 28, 2011;  
|2012 |  | One-nineteenth (1/19th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2011, which amount shall be payable to the Executive on or after January 1, 2012, but no later than February 28, 2012; 
|2013 |  | One-eighteenth (1/18th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2012, which amount shall be payable to the Executive on or after January 1, 2013, but no later than February 28, 2013; 
|2014 |  | One-seventeenth (1/17th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2013, which amount shall be payable to the Executive on or after January 1, 2014, but no later than February 28, 2014;
|2015 |  | One-sixteenth (1/16th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2014, which amount shall be payable to the Executive on or after January 1, 2015, but no later than February 28, 2015;  



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|     |  |                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Year |  | Amount Payable; Time for Payment                                                                                                                                                                                                             
|2016 |  | One-fifteenth (1/15th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2015, which amount shall be payable to the Executive on or after January 1, 2016, but no later than
February 28, 2016; 
|2017 |  | One-fourteenth (1/14th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2016, which amount shall be payable to the Executive on or after January 1, 2017, but no later than February 28, 2017;
|2018 |  | One-thirteenth (1/13th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2017, which amount shall be payable to the Executive on or after January 1, 2018, but no later than February 28, 2018;
|2019 |  | One-twelfth (1/12th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2018, which amount shall be payable to the Executive on or after January 1, 2019, but no later than February 28, 2019;   
|2020 |  | One-eleventh (1/11th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2019, which amount shall be payable to the Executive on or after January 1, 2020, but no later than February 28, 2020;  
|2021 |  | One-tenth (1/10th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2020, which amount shall be payable to the Executive on or after January 1, 2021, but no later than February 28, 2021;     
|2022 |  | One-ninth (1/9th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2021, which amount shall be payable to the Executive on or after January 1, 2022, but no later than February 28, 2022;      
|2023 |  | One-eighth (1/8th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2022, which amount shall be payable to the Executive on or after January 1, 2023, but no later than February 28, 2023;     



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|     |  |                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Year |  | Amount Payable; Time for Payment                                                                                                                                                                                                         
|2024 |  | One-seventh (1/7th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2023, which amount shall be payable to the Executive on or after January 1, 2024, but no later than
February 28, 2024;
|2025 |  | One-sixth (1/6th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2024, which amount shall be payable to the Executive on or after January 1, 2025, but no later than February 28, 2025;  
|2026 |  | One-fifth (1/5th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2025, which amount shall be payable to the Executive on or after January 1, 2026, but no later than February 28, 2026;  
|2027 |  | One-fourth (1/4th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2026, which amount shall be payable to the Executive on or after January 1, 2027, but no later than February 28, 2027; 
|2028 |  | One-third (1/3rd) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2027, which amount shall be payable to the Executive on or after January 1, 2028, but no later than February 28, 2028;  
|2029 |  | One-half (1/2) of the outstanding balance of the Deferred Compensation Account, calculated as of
December 31, 2028, which amount shall be payable to the Executive on or after January 1, 2029, but no later than February 28, 2029;     



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This election form is executed as of December 27, 2006.



|                    |  | 
|------------------- |  | 
|/s/ Robert A. Alter
|Robert A. Alter    

Accepted and agreed

Sunstone Hotel Investors, Inc.



|                  |  |                        
|----------------- |  | -----------------------
|/s/ Kenneth Cruse
|Name:             |  | Kenneth Cruse          
|Title:            |  | Chief Financial Officer



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