0001193125-08-225927 Sample Contracts

AMENDMENT TO EXHIBIT D
Retirement Benefit Agreement • November 5th, 2008 • Sunstone Hotel Investors, Inc. • Hotels & motels

The parties previously executed a “Delay of Payment Election Form” as Exhibit D to the Retirement Benefit Agreement (the “Agreement”) between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Corporation”) and Robert A. Alter (the “Employee”), dated November 15, 1997, to establish a schedule of payments under the Agreement.

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EXHIBIT D DELAY OF PAYMENT ELECTION FORM
Sunstone Hotel Investors, Inc. • November 5th, 2008 • Hotels & motels

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.

SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • November 5th, 2008 • Sunstone Hotel Investors, Inc. • Hotels & motels • California

THIS AGREEMENT, made and entered into as of the 15th day of November, 1997, by and between SUNSTONE HOTEL INVESTORS INC., a Maryland corporation (hereinafter referred to as the “Corporation”), and Robert A. Alter (hereinafter referred to as the “Employee”),

RETIREMENT BENEFIT AGREEMENT
Retirement Benefit Agreement • November 5th, 2008 • Sunstone Hotel Investors, Inc. • Hotels & motels • California

THIS AGREEMENT, made and entered into as of the 15th day of November, 1997, by and between SUNSTONE HOTEL INVESTORS, INC., 115 Calle De Industrias, Suite 201, San Clemente, CA 92672, a Maryland corporation (hereinafter referred to as the “Corporation”), and ROBERT A. ALTER (hereinafter referred to as “Employee”),

TRUST UNDER RETIREMENT BENEFIT AGREEMENT
Trust Under Retirement Benefit Agreement • November 5th, 2008 • Sunstone Hotel Investors, Inc. • Hotels & motels

THIS TRUST UNDER RETIREMENT BENEFIT AGREEMENT (the “Trust”), made as of this 31st day of July, 2008, by and between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Corporation”), and Kenneth E. Cruse, an individual (“Trustee”);

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