Amendment No. 1 to Retirement Benefit Agreement



 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;










			
	  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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