WYNDHAM INTERNATIONAL INC
AMEND NO. 1 TO SECOND AMEND 1997 INCENTIVE PLAN
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>AMEND NO. 1 TO SECOND AMEND 1997 INCENTIVE PLAN
<TEXT>
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                                                                    Exhibit 10.2

                          AMENDMENT NO. 1 TO THE SECOND
                          AMENDMENT AND RESTATEMENT OF
                           WYNDHAM INTERNATIONAL, INC.
                               1997 INCENTIVE PLAN

     This Amendment No. 1 (this "Amendment") to the Second Amendment and
Restatement of Wyndham International, Inc. 1997 Incentive Plan (the "Plan")
hereby amends the Plan, effective as of January 7, 2002, in the following
respects:

     1.    Section 5.01 of the Plan is hereby amended and restated in its
entirety to read as follows:

     "5.01 Shares Issued. Subject to adjustment as provided in Section 12.01,
           -------------
the aggregate number of shares of Stock available from time to time for all
Awards under this Plan shall be such aggregate number of shares as does not
exceed 10% of the shares of Stock actually outstanding, which figure shall be
calculated on a "fully diluted basis." For purposes of this Section 5.01, "fully
diluted basis" shall mean the assumed conversion into shares of Stock of all
outstanding shares of the Company's Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock, the assumed exercise of all outstanding
options to acquire shares of Stock and the assumed conversion into shares of
Stock of all units of partnership interest in Patriot American Hospitality
Partnership, L.P. and Wyndham International Operating Partnership, L.P. that are
subject to redemption. For purposes of this limitation, if any portion of an
Award is forfeited, canceled, reacquired by the Company, satisfied without the
issuance of Stock or otherwise terminated, the shares of Stock underlying such
portion of the Award shall be added back to the shares of Stock available for
issuance under the Plan. Notwithstanding the foregoing, no reduction in the
number of shares of Stock actually outstanding (as calculated on a fully diluted
basis) shall affect the validity of any Awards previously granted under this
Plan or affect the validity of or restrict the issuance of shares of Stock
pursuant to Awards previously granted under this Plan. Notwithstanding the
foregoing, the maximum number of shares of Stock for which Restricted Unit
Awards, Share Awards and Deferred Unit Awards may be granted under this Plan
during the term of the Plan shall not exceed 48.5% of the shares of Stock
issuable under the Plan, and the maximum number of shares of Stock with respect
to which Awards may be granted during any calendar year period to any
Participant shall not exceed 1,500,000 shares, subject to adjustment as provided
in Section 12.01.

     Shares of Stock to be delivered under the Plan shall be made available by
the Company from authorized and unissued shares of Stock issued by the Company
directly to the holder."

     2.    As amended by the foregoing, the Plan shall remain in full force and
effect.

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the undersigned officer has executed this Amendment to
be effective as of the date set forth above.

                                    WYNDHAM INTERNATIONAL, INC.

                                    By:/s/ MARK CHLOUPEK
                                       -----------------------------------------
                                       Name:   Mark Chloupek
                                            ------------------------------------
                                       Title:  Vice President and Secretary
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