EX-10.20







	 	 	 	 	 



Exhibit 10.20




AMENDMENT NUMBER TWO

TO THE

WYNDHAM WORLDWIDE CORPORATION

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN




          WHEREAS, Wyndham Worldwide Corporation (the “Company”), maintains the Wyndham Worldwide
Corporation Non-Employee Directors Deferred Compensation Plan, as amended February 27, 2007 (the
“Plan”);




          WHEREAS, pursuant to Section 13 of the Plan, the Company has reserved the right to amend the
Plan;




          WHEREAS, the Company desires to amend the Plan to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and regulations and guidance issued thereunder; and




          WHEREAS, approval by the Company’s stockholders is not required with respect to these
amendments.




          NOW, THEREFORE, the Plan is hereby amended effective as of December 31, 2008, as follows:





	1.	 	The last sentence of Section 9 of the Plan is hereby amended in its entirety as follows:






“Directors may be given the opportunity, as prescribed by the
Committee, to change the timing and form (i.e., installments) of
distribution of the amounts credited to Directors’ Accounts,
provided, that:




     (A) such subsequent election will not become effective until at
least twelve (12) months after the originally scheduled payment date
set forth in this Section 9;




     (B) such subsequent election must delay payment for at least five
(5) years beyond the originally scheduled payment date; and




     (C) such subsequent election is made at least twelve (12) months
before the originally scheduled payment date.”



 









 






	2.	 	Section 13 of the Plan is hereby amended by adding the following sentence to the end thereof:






“In all cases, the Plan shall be terminated in accordance with Code
Section 409A.”




	3.	 	A new Section 14 is hereby added to the Plan as follows:






“14. Section 409A. Although the Company does not guarantee to
the Director any particular tax treatment relating to the payments
under the Plan, it is intended that such payments comply with, Section
409A of Internal Revenue Code and the regulations and guidance
promulgated thereunder (collectively, “Code Section 409A”), and the
Plan shall be construed in a manner consistent with the requirements
for avoiding taxes or penalties under Code Section 409A.




     (i) Installments. If under the Plan, an amount is to be paid in
two or more installments, for purposes of Code Section 409A, each
installment shall be treated as a separate payment.




     (ii) Separation From Service. A termination of service as a
member of the Company’s Board of Directors shall not be deemed to have
occurred for purposes of any provision of the Plan providing for the
payment of amounts or benefits subject to Code Section 409A unless
such termination is also a “separation from service” as determined in
accordance with Treasury Regulation § 1.409A-1(h)(1) (“Separation from
Service”) and, for purposes of any such provision of the Plan,
references to a “resignation,” “removal,” “termination of service” or
like terms shall mean Separation from Service.




     (iii) Specified Employee. If a Participant is deemed on the date
of termination of service to be a “specified employee”, within the
meaning of that
term under Code Section 409A(a)(2)(B) and using the
identification methodology selected by the Company from time to time,
or if none, the default methodology, then:




          (A) With regard to any payment or any distribution of equity that
constitutes “deferred compensation” subject to Code Section 409A,
payable upon Separation from Service, such payment or distribution
shall not be made prior to the earlier of (i) the expiration of the
six-month period measured from the date of Participant’s Separation
from Service or (ii) the date of Participant’s death; and



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          (B) On the first day of the seventh month following the date of
Participant’s Separation from Service or, if earlier, on the date of
his death, (x) all payments or distributions delayed pursuant to this
Section 14(iii)(B) (whether they would otherwise have been payable in
a single sum or in installments in the absence of such delay), shall
be paid or reimbursed to the Director in a lump sum, and any remaining
payments and benefits due under the Plan shall be paid or provided in
accordance with the normal dates specified for them herein.



[Signature Page Follows]




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          IN WITNESS WHEREOF, this amendment has been executed December 31, 2008.




	 	 	 	 	 
	 	WYNDHAM WORLDWIDE
CORPORATION

 	 
	 	By:  	/s/ Mary R. Falvey
 	 
	 	 	Mary R. Falvey 	 
	 	 	Executive Vice President 	 



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