<PAGE>   1
 
                                                                    EXHIBIT 2.02
 
                                FIRST AMENDMENT
                        TO AGREEMENT AND PLAN OF MERGER
 
     This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is
dated as of February 17, 1998 and entered into by and between Station Casinos,
Inc., a Nevada corporation (the "Company") and Crescent Real Estate Equities
Company, a Texas real estate investment trust ("Crescent") with reference to
that certain Agreement and Plan of Merger, dated as of January 16, 1998 by and
between the Company and Crescent ("Merger Agreement"). Capitalized terms used in
this Amendment without definition shall have the meanings set forth in the
Merger Agreement.
 
                         AMENDMENTS TO MERGER AGREEMENT
 
     1.1  Amendment to Subsection 5.2(c). Subsection 5.2(c) of the Merger
Agreement is hereby amended by deleting such subsection in its entirety and
substituting for such subsection the following:
 
          "(c) Each of the Company and Crescent will, or will cause the
     appropriate party to, as soon as practicable after execution and delivery
     of this Agreement and in a manner designed not to delay the Closing, make
     all filings or submissions that may be required under the HSR Act. Each of
     the Company and Crescent will, or will cause the appropriate party to,
     promptly furnish to the other such necessary information and reasonable
     assistance as the other may request in connection with the preparation of
     any filing or submissions necessary under the HSR Act. Without limiting the
     generality of the foregoing, each of the Company and Crescent will promptly
     notify the other of the receipt and content of any inquiries or requests
     for additional information made by any Governmental Entity in connection
     therewith and will, or will cause the appropriate party to, promptly (i)
     comply with any such inquiry or request and (ii) provide the other with a
     description of the information provided to any Governmental Entity with
     respect to any such inquiry or request. In addition, each of the Company
     and Crescent will keep the other apprised of the status of any such inquiry
     or request."
 
                                 MISCELLANEOUS
 
     2.1  Effect on Merger Agreement. On and after the date of this Amendment,
each reference in the Merger Agreement to "this Agreement," "hereunder,"
"hereof," "herein," or words of like import referring to the Merger Agreement
shall mean and be a reference to the Merger Agreement as amended by this
Amendment. Except as specifically amended by this Amendment, the Merger
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
 
     2.2  Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within such State.
<PAGE>   2
 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto authorized as
of the date first written above.
 
                                            STATION CASINOS, INC.
 
                                            By:  /s/ GLENN C. CHRISTENSON
                                              ----------------------------------
                                              Glenn C. Christenson
                                              Executive Vice President, Chief
                                                Administrative Officer and Chief
                                                Financial Officer
 
                                            CRESCENT REAL ESTATE EQUITIES
                                              COMPANY
 
                                            By:     /s/ DALLAS E. LUCAS
                                              ----------------------------------
                                              Name: Dallas E. Lucas
                                              Title:  Senior Vice President and
                                                      Chief
                                                    Financial Officer