FIRST AMENDMENT TO THE AMENDED AND RESTATED HYATT CORPORATION DEFERRED COMPENSATION PLAN

EXHIBIT 10.2

FIRST AMENDMENT

TO THE AMENDED AND RESTATED

HYATT CORPORATION DEFERRED COMPENSATION PLAN

WHEREAS, Hyatt Corporation maintains the Amended and Restated Hyatt Corporation Deferred Compensation Plan (the “Plan”);

WHEREAS, Hyatt Corporation has deemed it desirable to amend the Plan to merge the Hyatt International Corporation U.S. Retirement Plan and the Hyatt International Corporation U.S. Restricted Deferred Incentive Compensation Plan into the Plan;

WHEREAS, Hyatt Corporation has deemed it desirable to accept the transfer of certain Participants’ accounts from the Hyatt International Hotels Retirement Plan into the Plan; and

WHEREAS, Hyatt Corporation wishes to acknowledge that certain international hotels are participating Employers in the Plan for purposes of determining Distribution Events, but may not make contributions for Participants; and

WHEREAS, Hyatt Corporation wishes to clarify certain aspects of the Plan with regard to its administration

NOW, THEREFORE, IT IS RESOLVED, that the Plan shall be, and hereby is, amended in the form of this First Amendment to the Plan, as follows:

The Hyatt International Corporation U.S. Retirement Plan (“International U.S. RP”) and the Hyatt International Corporation U.S. Restricted Deferred Incentive Compensation Plan (“International U.S. RDICP”) were established as of December 31, 2004 and will be considered Prior Plans as noted above. The International U.S. RP and International U.S. RDICP are hereby amended, restated and merged into the Plan, effective May 3, 2010 and the Plan hereby accepts the transfer of accounts from the Hyatt International Hotels Retirement Plan. The vesting and distribution terms of the Hyatt International Hotels Retirement Plan are identical to the International U.S. RP and accordingly, the amounts transferred from the Hyatt International Hotels Retirement Plan shall be subject to the same vesting and distribution provisions applicable to the International U.S. RP under Appendix C.

If a Participant’s Account contains Hyatt Stock, then the number of shares of Hyatt Stock in the Participant’s Account as of the Payment Date will be determined and the shares of Hyatt Corporation Class A common stock will be distributed to the Participant by depositing it into the Participant’s individual brokerage account at the Company’s current stock plan administrator, subject to the Plan’s withholding of the number of shares of Hyatt Stock to meet tax obligations as noted in Section 13.3.

(c) The Employer, or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all Federal, state and local income, employment and other taxes required to be withheld by the Employer, or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer.

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Plan to be effective as of this 3rd day of May, 2010.

Appendix B

Each of the following entities is an Employer as described in Section 1.19 of the Plan:

Appendix C

Installment Payout Periods, Payment Dates and Vesting

Notwithstanding anything contained in the Plan to the contrary, the provisions of this Appendix C shall govern the Installment Payout Period, Payment Dates and Vesting of all Transferred Amounts credited to a Participant’s Prior Plan Accounts. Provisions of this Appendix C shall govern the Prior Plan Accounts in the event that there are any inconsistencies between the main Plan document and this Appendix C.

DSP

Installment Payout Period

For Distribution Elections made under the DSP prior to the Effective Date (December 14, 2007), the Installment Payout Period means a period of up to fifteen (15) years. Modifications are subject to the provisions of subsection 3.2(b).

Payment Date

See subsection 1.31

Vesting

See subsection 6.1

RDICP

Installment Payout Period

Non-Grandfathered Accounts.  For Distribution Elections made by the Participant under the RDICP prior to April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. Modifications are subject to the provisions of
subsection 3.2(b).

Grandfathered Accounts.  For Distribution Elections made by the Participant under the RDICP prior to April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. The Participant may modify such election, however, such election shall not become effective until the first day of the second calendar year following the calendar year in which the election is filed with the Administrator.

Payment Date

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) attainment of age 55 with at least 10 years of service with an Employer. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited.

Vesting

All Participants are fully vested.

RDICP II

Installment Payout Period

Non-Grandfathered Accounts.    For Distribution Elections made by the Participant under the RDICP prior to April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. Modifications are subject to the provisions of
subsection 3.2(b).

Grandfathered Accounts.    For Distribution Elections made by the Participant under the RDICP prior to April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. The Participant may modify such election, however, such election shall not become effective until the first day of the second calendar year following the calendar year in which the election is filed with the Administrator.

Payment Date

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first Distribution Event, or (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited.

Vesting

GHDIP

Installment Payment Period

Not Applicable

Payment Date

See subsection 1.31

Vesting

Awards made in 2008 or prior:

(a) A Participant will become 100% vested in his Account on April 1, of the year in which the Participant will complete five (5) Years of Service. Participant will be 100% vested in his Account if he either dies or has a Disability prior to his termination of employment with the Company. However, a Participant will be 0% vested in his Account and shall forfeit his entire Account balance, regardless of his number of Years of Service, on the date that he terminates employment with the Company if his employment is terminated for cause, as determined by the Company in its sole discretion, or he engages in conduct which violates any terms or conditions of his employment, including terms and conditions relating to competition and disclosure of confidential information after termination of employment.

Awards made in 2009:

Participant will become twenty-five percent (25%) vested in each year’s Award on each of the first four (4) anniversaries from the date of the Award, which is deemed to be April 1^st of the calendar year in which the Award is credited to the Account of the Participant. For example, an Award credited to a Participant’s Account in the year 2009 (based on 2008 performance), will be 25% vested on April 1, 2010, 50% vested on April 1, 2011, 75% vested on April 1, 2012, and 100% vested on April 1, 2013.

International RDICP and International U.S. RDICP

Installment Payment Period

Not Applicable

Payment Date

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) attainment of age 55 with at least 10 years of service with an Employer, unless due to a Disability in which case it will be the later of (i) or (ii) above. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited.

Vesting

International RDICP II

Installment Payout Period

For elections in force prior to December 31, 2005, Installment Payment Period means a number of annual installments as elected by the Participant, provided the installments are completed by the age of 60 for the Participant. In the event of Death, installments will be converted to a lump sum payment to the beneficiary or the estate of the Participant if there is no beneficiary.

Payment Date

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first Distribution Event, or (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited.

Vesting

International U.S. RP (including amounts transferred from the Hyatt International Hotels Retirement Plan)

Installment Payment Period

Not Applicable

Payment Date

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) on a date certain after the first Distribution Event, but no later than age 60 if the Participant has made an election pursuant to the terms and conditions in Section 3.4. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited.

Vesting

All Participants are fully vested.