AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

      AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date (the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Franz S. Hanning (the “Executive”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

      WHEREAS , the Company and the Executive have previously entered into the Employment Agreement; and

      WHEREAS , the Company and the Executive desire to amend the Employment Agreement in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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

     1. Section II of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“The Company acknowledges that given the nature and scope of the Executive’s duties and responsibilities as the Chief Executive Officer of TRG, one of the three business units of the Company, an integral part of the Executive being able to perform such duties and responsibilities is the Executive’s ability to report directly to the Chief Executive Officer of the Company and the Company further agrees the Chief Executive Officer of the Company shall not delegate the direct supervision of the Executive.”

     2. Section IV-A of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“The Base Salary shall be payable according to the customary payroll practices of the Company.”

     3. Section IV-B of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“The Incentive Compensation Award shall be paid to the Executive at such time as shall be determined by the Compensation Committee of the Company’s Board of Directors, but in no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.”

     4. Section IV-G of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“The Company shall reimburse all taxable business expenses to the Executive promptly following submission but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expenses are incurred.”

     5. Section V of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“For purposes of this Section V, Base Salary shall be paid in accordance with the terms set forth in Section IV-A, and any Incentive Compensation Award shall be paid in accordance with the terms set forth in Section IV-B. Any earned but unpaid ALTI bonus shall be paid in accordance with Section IV-C.”

     6. Section VI of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

“For purposes of this Section VI, Base Salary shall be paid in accordance with the terms set forth in Section IV-A, and any Incentive Compensation Award shall be paid in accordance with the terms set forth in Section IV-B. Any earned but unpaid ALTI bonus shall be paid in accordance with Section IV-C.”

     7. Section VII-C(ii) of the Employment Agreement is hereby amended in its entirety as follows:

“ii. ‘Constructive Discharge’ means (1) any material failure of the Company to fulfill its obligations under this Agreement (including a material reduction of Base Salary, as the same may be increased during the Period of Employment), (2) the Executive&rsq