PATRIOT AMERICAN HOSPITALITY INC/DE, DEF 14A, 1998-04-16

PATRIOT AMERICAN HOSPITALITY INC/DE
DEF 14A, 1998-04-16
REAL ESTATE

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant \x\

Filed by a Party other than the Registrant \ \

Check the appropriate box:
\ \ Preliminary Proxy Statement \ \ Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))

\x\ Definitive Proxy Statement
\ \ Definitive Additional Materials
\ \ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Patriot American Hospitality, Inc. Wyndham International, Inc.
- --------------------------------- ----------------------------
(Name of Registrant as Specified (Name of Registrant as
In Its Charter) Specified In Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

\x\ No fee required.
\ \ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

\ \ Fee paid previously with preliminary materials:

\ \ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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PATRIOT AMERICAN HOSPITALITY, INC.
1950 STEMMONS FREEWAY, SUITE 6001
DALLAS, TX 75207

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1998

------------------------

NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of Patriot American Hospitality, Inc. ("Patriot") will be held
on Thursday, May 28, 1998 at 9:00 a.m., local time, at the Buena Vista Palace
Resort and Spa, Walt Disney World Village, Orlando, Florida, for the following
purposes:

1. To elect three directors of Patriot to serve until the 2001 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified; and

2. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting
may be postponed.

The Board of Directors of Patriot has fixed the close of business on April
3, 1998 as the record date for determining the stockholders entitled to notice
of and to vote at the Annual Meeting and at any adjournments or postponements
thereof. Only stockholders of record of Patriot's Common Stock, par value $.01
per share, at the close of business on that date will be entitled to notice of
and to vote at the Annual Meeting and at any adjournments or postponements
thereof. A list of such stockholders will be available for inspection at the
offices of Patriot at least ten days prior to the Annual Meeting.

You are requested to fill in and sign the enclosed form of proxy, which is
being solicited by the Board of Directors of Patriot, and to mail it promptly in
the enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Stockholders of record who attend the Annual Meeting may vote
in person, even if they have previously delivered a signed proxy.

By Order of the Board of Directors

John P. Bohlmann
SECRETARY
Patriot American Hospitality, Inc.
Dallas, Texas
April 15, 1998

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
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WYNDHAM INTERNATIONAL, INC.
1950 STEMMONS FREEWAY, SUITE 6001
DALLAS, TX 75207

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1998

------------------------

NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of Wyndham International, Inc. (the "Wyndham") will be held on
Thursday, May 28, 1998 at 9:30 a.m., local time, at the Buena Vista Palace
Resort and Spa, Walt Disney World Village, Orlando, Florida, for the following
purposes:

1. To elect three directors of Wyndham to serve until the 2001 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified; and

2. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.

The Board of Directors of Wyndham has fixed the close of business on April
3, 1998 as the record date for determining the stockholders entitled to notice
of and to vote at the Annual Meeting and at any adjournments or postponements
thereof. Only stockholders of record of Wyndham's Common Stock, par value $.01
per share, at the close of business on that date will be entitled to notice of
and to vote at the Annual Meeting and at any adjournments or postponements
thereof. A list of such stockholders will be available for inspection at the
offices of Wyndham at least ten days prior to the Annual Meeting.

You are requested to fill in and sign the enclosed form of proxy, which is
being solicited by the Board of Directors of Wyndham, and to mail it promptly in
the enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Stockholders of record who attend the Annual Meeting may vote
in person, even if they have previously delivered a signed proxy.

By Order of the Board of Directors
Carla S. Moreland
SECRETARY
Wyndham International, Inc.
Dallas, Texas
April 15, 1998

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<S> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
1950 STEMMONS FREEWAY, SUITE 6001 1950 STEMMONS FREEWAY, SUITE 6001
DALLAS, TX 75207 DALLAS, TX 75207
</TABLE>

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JOINT PROXY STATEMENT

------------------------

FOR 1998 ANNUAL MEETINGS OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1998

April 15, 1998

This Joint Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Patriot American Hospitality, Inc.
("Patriot") for use at the 1998 Annual Meeting of Stockholders of Patriot to be
held on Thursday, May 28, 1998, and at any adjournments or postponements thereof
(the "Patriot Annual Meeting"). At the Patriot Annual Meeting, stockholders will
be asked to vote (1) to elect three directors of Patriot and (2) to act upon any
other matters properly brought before them.

This Joint Proxy Statement also is furnished in connection with the
solicitation of proxies by the Board of Directors of Wyndham International, Inc.
("Wyndham") (Patriot and Wyndham are sometimes collectively referred to as the
"Companies") for use at the 1998 Annual Meeting of Stockholders of Wyndham to be
held on Thursday, May 28, 1998, and at any adjournments or postponements thereof
(sometimes separately referred to as the "Wyndham Annual Meeting" and
collectively with the Patriot Annual Meeting, as the "Annual Meetings"). At the
Wyndham Annual Meeting, stockholders will be asked to vote (1) to elect three
directors of Wyndham and (2) to act upon any other matters properly brought
before them.

The outstanding shares of common stock, $.01 par value per share, of Patriot
("Patriot Common Stock"), are "paired" with the outstanding shares of common
stock, $.01 par value per share, of Wyndham ("Wyndham Common Stock"), so that
they are transferable and tradable only in combination as units, each unit
consisting of one share of Patriot Common Stock and one share of Wyndham Common
Stock ("Paired Common Stock"). The pairing is evidenced by "back-to-back" stock
certificates and the certificates bear a legend referring to the restrictions of
transfer imposed by the by-laws of each company.

This Joint Proxy Statement and the accompanying Notices of Annual Meeting
and Proxy Cards are first being sent to stockholders on or about April 15, 1998.
The Board of Directors of each of Patriot and Wyndham have fixed the close of
business on April 3, 1998 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meetings (the
"Record Date"). Only stockholders of record of the Series A Convertible
Preferred Stock, par value $.01 per share, of Patriot (the "Patriot Preferred
Stock") and stockholders of record of the Paired Common Stock at the close of
business on the Record Date will be entitled to notice of and to vote at the
Patriot Annual Meeting. Only stockholders of record of the Paired Common Stock
at the close of business on the Record Date will be entitled to notice of and to
vote at the Wyndham Annual Meeting. As of the Record Date, there were 4,860,876
shares of Patriot Preferred Stock and 107,800,969 shares of Paired Common Stock
outstanding and entitled to vote at the Annual Meetings. Holders of the Patriot
Preferred Stock and holders of the Paired Common Stock outstanding as of the
close of business on the Record Date will be entitled to one vote for each share
held by them.

THE PRESENCE IN PERSON OR BY PROPERLY EXECUTED PROXY OF THE HOLDERS OF A
MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF PATRIOT PREFERRED STOCK AND
PATRIOT COMMON STOCK ENTITLED TO VOTE AT THE PATRIOT ANNUAL MEETING IS NECESSARY
TO CONSTITUTE A QUORUM AT THE PATRIOT ANNUAL MEETING, AND THE PRESENCE IN
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PERSON OR BY PROPERLY EXECUTED PROXY OF THE HOLDERS OF A MAJORITY OF THE ISSUED
AND OUTSTANDING SHARES OF THE WYNDHAM COMMON STOCK ENTITLED TO VOTE AT THE
WYNDHAM ANNUAL MEETING IS NECESSARY TO CONSTITUTE A QUORUM AT THE WYNDHAM ANNUAL
MEETING. ABSTENTIONS AND BROKER NON-VOTES WILL BE TREATED AS SHARES THAT ARE
PRESENT AT THE ANNUAL MEETINGS FOR PURPOSES OF DETERMINING WHETHER A QUORUM
EXISTS. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A PLURALITY OF THE AGGREGATE
NUMBER OF SHARES OF THE PATRIOT PREFERRED STOCK AND THE PATRIOT COMMON STOCK AT
THE PATRIOT ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED FOR THE
ELECTION OF DIRECTORS. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A PLURALITY OF THE
SHARES OF THE WYNDHAM COMMON STOCK AT THE WYNDHAM ANNUAL MEETING AT WHICH A
QUORUM IS PRESENT IS REQUIRED FOR THE ELECTION OF DIRECTORS. THE APPROVAL OF ANY
OTHER MATTERS PROPERLY PRESENTED AT THE PATRIOT ANNUAL MEETING FOR STOCKHOLDER
APPROVAL MUST RECEIVE THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
ISSUED AND OUTSTANDING SHARES OF THE AGGREGATE OF PATRIOT PREFERRED STOCK AND
PATRIOT COMMON STOCK ENTITLED TO VOTE THEREON, AND THE APPROVAL OF ANY OTHER
MATTERS PROPERLY PRESENTED AT THE WYNDHAM ANNUAL MEETING FOR STOCKHOLDER
APPROVAL MUST RECEIVE THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
ISSUED AND OUTSTANDING SHARES OF THE WYNDHAM COMMON STOCK ENTITLED TO VOTE
THEREON. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE EFFECT OF VOTES AGAINST
THE APPROVAL OF EACH OF THE MATTERS PRESENTED AT THE PATRIOT ANNUAL MEETING AND
THE WYNDHAM ANNUAL MEETING.

STOCKHOLDERS OF PATRIOT ARE REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE VOTE AT
THE PATRIOT ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE PATRIOT ANNUAL
MEETING AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND
NO INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE
NOMINEES FOR DIRECTORS OF PATRIOT NAMED IN THIS JOINT PROXY STATEMENT. IT IS NOT
ANTICIPATED THAT ANY MATTERS OTHER THAN THOSE SET FORTH IN THE JOINT PROXY
STATEMENT WILL BE PRESENTED AT THE PATRIOT ANNUAL MEETING. IF OTHER MATTERS ARE
PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS.

STOCKHOLDERS OF WYNDHAM ARE REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE VOTE AT
THE WYNDHAM ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE WYNDHAM ANNUAL
MEETING AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND
NO INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE
NOMINEES FOR DIRECTORS OF WYNDHAM NAMED IN THIS JOINT PROXY STATEMENT. IT IS NOT
ANTICIPATED THAT ANY MATTERS OTHER THAN THOSE SET FORTH IN THE JOINT PROXY
STATEMENT WILL BE PRESENTED AT THE WYNDHAM ANNUAL MEETING. IF OTHER MATTERS ARE
PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS.

A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the appropriate
company at the address of Patriot and Wyndham set forth above, by filing a duly
executed proxy bearing a later date, or by appearing in person and voting by
ballot at the Annual Meetings. Any stockholder of record as of the Record Date
attending the Annual Meetings may vote in person whether or not a proxy has been
previously given, but the presence (without further action) of a stockholder at
the Annual Meetings will not constitute revocation of a previously given proxy.

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PROPOSAL 1: ELECTION OF DIRECTORS FOR PATRIOT

The Board of Directors of Patriot is divided into three classes. Each class
has a term of three years and the terms are staggered so that each year, only
one class of directors is elected.

At the Patriot Annual Meeting, three directors of Patriot will be elected to
serve until the 2001 Patriot Annual Meeting and until their successors are duly
elected and qualified. The Board of Directors of Patriot has nominated Paul A.
Nussbaum, Harlan R. Crow and John C. Deterding to serve as Class I directors for
Patriot (collectively, the "Patriot Nominees"). The Board of Directors of
Patriot anticipates that each Patriot Nominee will serve, if elected, as a
director. However, if any person nominated by the Board of Directors of Patriot
is unable to accept election, the proxies will be voted for the election of such
other person or persons as the Board of Directors of Patriot may recommend.

THE BOARD OF DIRECTORS OF PATRIOT RECOMMENDS A VOTE FOR THE PATRIOT
NOMINEES.

PROPOSAL 2: ELECTION OF DIRECTORS OF WYNDHAM

The Board of Directors of Wyndham is divided into three classes. Each class
has a term of three years and the terms are staggered so that each year, only
one class of directors is elected.

At the Wyndham Annual Meeting, three directors of Wyndham will be elected to
serve until the 2001 Wyndham Annual Meeting and until their successors are duly
elected and qualified. The Board of Directors of Wyndham has nominated James D.
Carreker, Russ Lyon, Jr. and Sherwood M. Weiser to serve as Class I directors
for Wyndham (collectively, the "Wyndham Nominees"). The Board of Directors of
Wyndham anticipates that each of the Wyndham Nominees will serve, if elected, as
a director. However, if any person nominated by the Board of Directors of
Wyndham is unable to accept election, the proxies will be voted for the election
of such other person or persons as the Board of Directors of Wyndham may
recommend.

THE BOARD OF DIRECTORS OF WYNDHAM RECOMMENDS A VOTE FOR THE WYNDHAM
NOMINEES.

INFORMATION REGARDING THE NOMINEES AND THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANIES

The following biographical descriptions set forth certain information with
respect to the nominees for election as Class I directors of each of the
Companies at the Annual Meetings, the continuing directors of each of the
Companies whose terms expire at the annual meetings of stockholders in 1999 and
2000, certain individuals who it is anticipated will be appointed to fill
vacancies on the Board of Directors of the Companies, and the executive officers
of each of the Companies who are not directors, based on information furnished
to Patriot and Wyndham by each person.

PATRIOT

CLASS I PATRIOT NOMINEES FOR ELECTION AT 1998 ANNUAL MEETING--TERM TO EXPIRE
IN 2001

PAUL A. NUSSBAUM became Chairman of the Board of Directors and Chief
Executive Officer of Patriot's predecessor ("Old Patriot") in April 1995 and
continued in such capacity for Patriot following Old Patriot's merger with and
into California Jockey Club in July 1997 (the "Cal Jockey Merger"). Mr. Nussbaum
is 50 years old. Mr. Nussbaum founded the Patriot American group of companies
("Patriot American") in 1991 and has been its Chief Executive Officer since its
inception. Prior to his association with Patriot American, Mr. Nussbaum
practiced real estate and corporate law in New York for 20 years, the last 12
years of which,

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he was chairman of the real estate department of Schulte Roth & Zabel. He
currently serves as a member of the Board of Directors of the Dallas Symphony
and is a member of the Urban Land Institute, the American College of Real Estate
Lawyers and the Advisory Board of the Real Estate Center of the Wharton School
of Business, University of Pennsylvania. Mr. Nussbaum is a member of the Board
of Visitors of the Georgetown University Law Center and an Overseer of Colby
College, Waterville, Maine. He also serves on the Boards of Directors of
FirstPlus Financial Group, Inc. and Mack-Cali Realty Corporation. He holds a
B.A. from the State University of New York at Buffalo and a J.D. from the
Georgetown University Law Center.

HARLAN R. CROW became a director of Patriot in January 1998 in connection
with Patriot's acquisition (the "Wyndham Merger") of Wyndham Hotel Corporation
("Old Wyndham"). Mr. Crow is 48 years old. Mr. Crow became a director of Old
Wyndham in April 1996. From 1986 to January 1998, Mr. Crow was the chief
executive officer of Crow Family Holdings, an investment company managing
investments in a variety of real estate related and other businesses. Prior to
1986, Mr. Crow was a Regional Partner in the office building unit of Trammell
Crow Company, a commercial real estate management and development company. Mr.
Crow is a former member of the Board of Directors of Texas Commerce Bancshares,
a banking institution. In any given year within the past five years, Mr. Crow
has indirectly owned interests in over 1,000 partnerships (or affiliates of
partnerships) or corporations. In the past five years, Mr. Crow was a general
partner, officer or director in approximately 95 partnerships or corporations,
or affiliates of such partnerships or corporations, that filed for protection
under federal bankruptcy laws. In addition, in the past five years, Mr. Crow was
a general partner, executive officer or director in approximately 15
partnerships or corporations, or affiliates of such partnerships or
corporations, that were placed in receivership. Mr. Crow holds a B.A. from the
University of Texas at Austin.

JOHN C. DETERDING became a director of Old Patriot in September 1995 and
continued in such capacity for Patriot following the Cal Jockey Merger. Mr.
Deterding is 66 years old. He has been the owner of Deterding Associates, a real
estate consulting company, since June 1993. From 1975 until June 1993, he served
as Senior Vice President and General Manager of the Commercial Real Estate
division of General Electric Capital Corporation ("GECC"). In directing the real
estate activities at GECC, he was responsible for both domestic and
international lending activities, portfolio purchases, joint ventures, asset
management and real estate securitization. From November 1989 to June 1993, Mr.
Deterding served as Chairman of the General Electric Real Estate Investment
Company, a privately held REIT. He served as Director of GECC Financial
Corporation from 1986 to 1993. Mr. Deterding is also a former member and trustee
of the Urban Land Institute. He holds a B.S. from the University of Illinois.

CLASS II CONTINUING PATRIOT DIRECTORS--TERM TO EXPIRE IN 1999

GREGORY R. DILLON became a director of Old Patriot in September 1995 and
continued in such capacity for Patriot following the Cal Jockey Merger. Mr.
Dillon is 75 years old. He has been Vice Chairman Emeritus of Hilton Hotels
Corporation ("Hilton") since 1993. He has been a director of Hilton since 1977
and was elected Vice Chairman in 1990. Mr. Dillon served as an Executive Vice
President of Hilton from 1980 until 1993. Mr. Dillon was also Executive Vice
President of Hilton's franchise company, Hilton Inns, Inc., from 1971 to 1986.
He is a director of the Conrad N. Hilton Foundation and is a founding member of
the American Hotel Association's Industry Real Estate Financing Advisory Council
and the National Association of Corporate Real Estate Executives (NACORE). In
addition to his undergraduate degree, Mr. Dillon holds an L.L.B. from DePaul
University.

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JOHN H. DANIELS became a director of Old Patriot in September 1995 and
continued in such capacity for Patriot following the Cal Jockey Merger. Mr.
Daniels is 72 years old. He has served as President of The Daniels Group Inc., a
real estate development and management company, since 1984. Mr. Daniels has also
served as Vice Chairman of Patriot American since its inception in 1991. Prior
to forming The Daniels Group Inc., Mr. Daniels served as Chairman and Chief
Executive Officer of Cadillac Fairview Corporation, a publicly held real estate
development and management company. Mr. Daniels has more than 40 years of real
estate development and management experience. Mr. Daniels is also a director of
Cineplex-Odeon Corporation, Consolidated H.C.I. Corporation, Samoth Capital
Corporation and Anitech Enterprises Inc. Mr. Daniels holds a B.S. in
Architecture from the University of Toronto.

PHILIP J. WARD became a director of Patriot in January 1998 in connection
with the closing of the Wyndham Merger. Prior to such time, he had served as a
director of Old Wyndham since June 1996. Mr. Ward is 49 years old. Mr. Ward is
the Senior Managing Director in charge of the Real Estate Investment Division of
CIGNA Investments, Inc., a division of CIGNA Corporation, a position he has held
since December 1985. Mr. Ward joined Connecticut General's Mortgage and Real
Estate Department (a predecessor of CIGNA) in 1971 and became an officer in
1987. Since joining CIGNA, Mr. Ward has held real estate investment assignments
in Mortgage and Real Estate Production and in Portfolio Management. Mr. Ward is
also a director of the Simon DeBartolo Group, Inc. and a director of the
Connecticut Housing Investment Fund. Mr. Ward holds a B.A. from Amherst College.

CLASS III CONTINUING PATRIOT DIRECTORS--TERM TO EXPIRE IN 2000

WILLIAM W. EVANS III began serving in the Office of the Chairman of Old
Patriot in March 1997, continued in such capacity for Patriot following the Cal
Jockey Merger, and became a director of Patriot in July 1997. Mr. Evans is 47
years old. Mr. Evans assumed the position of President and Chief Operating
Officer of Patriot and Executive Vice President of Wyndham in January 1998 in
connection with the closing of the Wyndham Merger. Previously, Mr. Evans was a
Managing Director in PaineWebber's Real Estate Group with responsibility
principally for the origination and structuring of principal transactions. He
joined PaineWebber as a result of the firm's acquisition of Kidder, Peabody and
Co. Incorporated in December 1994. Prior to joining Kidder, Peabody in 1992, Mr.
Evans was a First Vice President and head of the Real Estate Financing Division
of Swiss Bank Corporation, responsible for all real estate activities of the
U.S. organization of the bank. Mr. Evans is a graduate of the University of
Virginia.

ARCH K. JACOBSON became a director of Old Patriot in September 1995 and
continued in such capacity for Patriot following the Cal Jockey Merger. Mr.
Jacobson is 70 years old. He has served as President of Jacobson-Berger Capital
Group, Inc., a commercial mortgage banking firm, since 1993. From 1986 to 1993,
Mr. Jacobson was Chairman of Union Pacific Realty Co., a real estate management
and development company. He served in various capacities with the Real Estate
Department of The Prudential Insurance Company from 1955 to 1980 and was
President and Chief Executive Officer of the Prudential Development Company (a
subsidiary of the Prudential Insurance Company) from 1982 to 1986. Mr. Jacobson
currently serves as a director of Walden Residential Properties, Inc., a
publicly traded multifamily apartment REIT. He was formerly a director of La
Quinta Limited Partners, and chaired the committee of independent directors that
negotiated the tender offer for and purchase of that company in 1994. Mr.
Jacobson holds a B.S. from Texas A&M University.

JAMES D. CARREKER became a director of Patriot in January 1998 in connection
with the closing of the Wyndham Merger. Mr. Carreker is 50 years old. Prior to
such time, he had served as President and Chief

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Executive Officer of Old Wyndham since May 1988 and as a director of Old Wyndham
since February 1996. He also served as Chief Executive Officer of Trammell Crow
Company, a national real estate company, from August 1994 to December 1995.
Prior to 1988, Mr. Carreker served as President of Burdine's, the Miami based
division of Federated Department Stores. Mr. Carreker currently serves as a
director of Trammell Crow Company. Mr. Carreker holds a B.S. and a Master of
Business Administration from Oklahoma State University.

ANTICIPATED TO BE APPOINTED A DIRECTOR

MILTON FINE is anticipated to be appointed as a director of Patriot after
the Patriot Annual Meeting and upon the closing of the pending Interstate Hotel
Company ("Interstate") merger with and into Patriot (the "Interstate Merger") to
fill a vacancy on the Board of Directors. Mr. Fine would be appointed a Class I
director with a term which would expire in 2001. Mr. Fine is 71 years old. Mr.
Fine co-founded Interstate in 1961 and is Chairman of the Board of Directors of
Interstate. Mr. Fine also served as the Chief Executive Officer of Interstate
through March 1996. He is a trustee of the Corregial Institute and Chairman of
the Board of Trustees of the University of Pittsburgh and a member of the Board
of Directors of the Andy Warhol Museum in Pittsburgh, Pennsylvania. Mr. Fine
completed his undergraduate studies magna cum laude, and also holds a J.D., from
the University of Pittsburgh.

EXECUTIVE OFFICERS OF PATRIOT WHO ARE NOT DIRECTORS

PAUL NOVAK was named Executive Vice President--Acquisitions and Development
of Patriot in January 1998. From June 1997 through January 1998, Mr. Novak
served as Executive Vice President-- Acquisitions and Development of Wyndham
while the Companies were in a transition period and were determining which
company should employ Mr. Novak. The Companies determined that it was
appropriate for Mr. Novak to be employed by Patriot and not by Wyndham. From
1994 through June 1997, Mr. Novak was President and Chief Executive Officer of
Bedrock Partners, a private investment group established in 1994 to acquire
hotel properties and convert them to Wyndham Hotels or Wyndham Garden Hotels.
From 1992 through 1994, Mr. Novak was a principal in his own consulting firm
where he directed real estate development, marketing and acquisition assignments
from numerous clients. Prior thereto, he served as a Senior Vice President of
Marriott International from 1981 until 1992 with responsibility for developing
more than 400 properties. Mr. Novak is a member of the Urban Land Institute, The
National Realty Committee and the Travel and Tourism Research Association. He
holds a B.A. from Michigan State University.

ANNE L. RAYMOND became Chief Financial Officer and an Executive Vice
President of Patriot in January 1998 in connection with the closing of the
Wyndham Merger. Ms. Raymond also served as Treasurer of Patriot from January
1998 to March 1998. Ms. Raymond joined Old Wyndham in 1983 as Controller and
served in that and other financial capacities through September 1987. From
September 1987 to July 1994, she served as Investment Manager for Crow Family
Holdings, where her responsibilities included managing and overseeing Crow
Family Holdings' interest in the Trammell Crow Company and Old Wyndham. Upon the
formation of the Crow Investment Trust in August 1994, Ms. Raymond was named
Director--Capital Markets thereof and had responsibility for developing and
maintaining investment relationships with real estate capital sources. In March
1995, Ms. Raymond rejoined Old Wyndham as Executive Vice President and Chief
Financial Officer, and was elected a director of Old Wyndham in April 1996. Ms.
Raymond holds a B.S. in Business Administration from the University of Missouri.

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LAWRENCE S. JONES was named Executive Vice President and Treasurer of
Patriot in March 1998. Mr. Jones joined Coopers & Lybrand in 1972 and continued
there as a partner until March 1998 where he served as Chairman of the firm's
REIT industry practice. Mr. Jones holds a B.S. from the University of Berkeley
and an M.S. from UCLA. Mr. Jones is a certified public accountant.

WYNDHAM

CLASS I WYNDHAM NOMINEES FOR ELECTION AT 1998 ANNUAL MEETING--TERM TO EXPIRE
IN 2001

JAMES D. CARREKER became Chairman of the Board of Directors and Chief
Executive Officer of Wyndham in January 1998 in connection with the closing of
the Wyndham Merger. For biographical information on Mr. Carreker, see
"--Patriot."

RUSS LYON, JR. became a director of Wyndham in July 1997 in connection with
the Cal Jockey Merger. Mr. Lyon is 68 years old. He is currently a managing
partner of Western Realty L.P., a shopping center development and management
concern, where he has served since 1970. Mr. Lyon was previously a managing
general partner of Carefree Resorts L.P., a resort development and management
firm, and Carefree Resorts Corp. from 1983 and 1992, respectively, until both
were acquired by Patriot in January 1997.

SHERWOOD M. WEISER became a director of Wyndham on October 1, 1997 in
connection with the acquisition of certain assets of Gencom American Hospitality
and certain affiliates of CHC International, Inc. ("CHCI" and such acquisition,
the "GAH Acquisition"). Mr. Weiser is 67 years old. Currently, Mr. Weiser is the
Chairman and Chief Executive Officer of Carnival Hotels & Casinos, a hotel and
gaming management and development firm. In 1970, Mr. Weiser founded the Company
formerly known as The Continental Companies. Carnival Hotels & Casinos was a
successor to The Continental Companies. In September 1997, CHCI entered into a
merger agreement with Patriot and Wyndham pursuant to which the
hospitality-related businesses of CHCI will merge with and into Wyndham. Mr.
Weiser is a director of Carnival Corporation, United National Bank and Winsloew
Furniture Group. He is a graduate of the Ohio State University School of
Business and holds a J.D. from the Case Western Reserve University School of
Law.

CLASS II CONTINUING WYNDHAM DIRECTORS--TERM TO EXPIRE IN 1999

BURTON C. EINSPRUCH, M.D., became a director of Wyndham in July 1997 in
connection with the Cal Jockey Merger. Dr. Einspruch is 63 years old. Dr.
Einspruch is a physician and corporate medical consultant and has practiced
medicine since 1960. He holds a B.A. and Sc.B. from Southern Methodist
University and an M.D. from Southwestern Medical School of the University of
Texas. Dr. Einspruch is the Medical Director of First Southwest Company, a
national brokerage firm, and also currently serves as a director of Dallas
National Bank. He has served as a board member and advisor to numerous
corporations and philanthropies and is currently Chairman of the Holocaust
Studies Program Advisory Board at the University of Texas at Dallas, as well as
the Executive Board of the Libraries of Southern Methodist University. Dr.
Einspruch has attained the academic rank of Clinical Professor of Psychiatry at
Southwestern Medical School and Clinical Associate Professor of Psychiatry at
New York University Medical Center.

ARCH K. JACOBSON became a director of Wyndham in July 1997 in connection
with the Cal Jockey Merger. For biographical information on Mr. Jacobson, see
"--Patriot."

7
<PAGE>
LEONARD BOXER became a director of Wyndham in July 1997 in connection with
the closing of the Cal Jockey Merger. Mr. Boxer is 59 years old. He became a
director of Old Patriot in September 1995, and continued in such capacity for
Patriot following the Cal Jockey Merger. He has been a partner and chairman of
the real estate department of the law firm of Stroock & Stroock & Lavan in New
York, New York since 1987. Previously, he was a founder and managing partner and
head of the real estate department of Olnick Boxer Blumberg Lane & Troy, a real
estate law firm in New York. Mr. Boxer is a member of the Board of Trustees of
New York University Law School. He is a member of the New York Regional Cabinet
of the United States Holocaust Memorial Museum. Mr. Boxer holds a B.A. and an
LL.B. from New York University.

SUSAN T. GROENTEMAN became a director of Wyndham in January 1998 in
connection with the closing of the Wyndham Merger. Ms. Groenteman is 43 years
old. She served as a director of Old Wyndham since April 1996. Ms. Groenteman is
a director (chief operating officer) of Crow Family Holdings, an investment
company managing investments in a variety of real estate related businesses,
along with other industries, a position she has held since 1988. From 1986
through 1988, Ms. Groenteman was Controller of Crow Family Holdings. Ms.
Groenteman also served in a variety of positions for Crow Hotel Company, a
predecessor to Old Wyndham. In any given year within the past five years, Ms.
Groenteman has served as an executive officer or director in over 1,000
partnerships (or affiliates of partnerships) or corporations. In the past five
years, Ms. Groenteman has served as an executive officer or director of
approximately 95 partnerships or corporations, or for affiliates of such
entities, that filed for protection under federal bankruptcy laws. In addition,
in the past five years, Ms. Groenteman served as an executive officer or
director in approximately 15 partnerships or corporations, or affiliates of such
partnerships or corporations, that were placed in receivership. Ms. Groenteman
holds a Bachelor of Business Administration from the University of Texas at
Arlington.

CLASS III CONTINUING WYNDHAM DIRECTORS--TERM TO EXPIRE IN 2000

KARIM ALIBHAI became the President and Chief Operating Officer and a
director of Wyndham on October 1, 1997 in connection with the GAH acquisition.
Mr. Alibhai is 33 years old. For the prior 11 years, Mr. Alibhai was a principal
of the Gencom Group, an affiliated group of companies that acquired, developed,
renovated, leased and managed hotel properties in the United States and Canada
through Gencom American Hospitality. Most recently, Mr. Alibhai was the
President and Chief Executive Officer of the Gencom Group. He holds a B.A. from
Rice University.

PAUL A. NUSSBAUM served as the Chairman of the Board of Directors and Chief
Executive Officer of Wyndham from the Cal Jockey Merger through the Wyndham
Merger. Following the Wyndham Merger, Mr. Carreker became the Chairman of the
Board of Directors and Chief Executive Officer of Wyndham. Mr. Nussbaum
continues to serve as a director of Wyndham. For biographical information on Mr.
Nussbaum, see "--Patriot."

JAMES C. LESLIE became a director of Wyndham in January 1998 in connection
with the closing of the Wyndham Merger. Mr. Leslie is 42 years old. He had
served as a director of Old Wyndham since June 1996. Mr. Leslie has served as
President and Chief Operating Officer of The Staubach Company since March 1996.
Mr. Leslie served as Chief Financial Officer of The Staubach Company from 1982
to 1992 and President-Staubach Financial Services from January 1992 to March
1996. Mr. Leslie is also President and a board member of Wolverine Holding
Company and serves on the boards of FM Properties, Inc., Forum Retirement
Partners, L.P. and The Staubach Company, as well as other private corporations
and charitable organizations. Mr. Leslie is a member of the American Institute
of Certified

8
<PAGE>
Public Accountants. Mr. Leslie holds a B.S. from the University of Nebraska and
an M.B.A. from the University of Michigan.

ANTICIPATED TO BE APPOINTED AS DIRECTORS

W. THOMAS PARRINGTON, JR. is anticipated to be appointed as a director of
Wyndham after the Wyndham Annual Meeting and upon the closing of the Interstate
Merger to fill a vacancy on the Board of Directors. Mr. Parrington would be
appointed a Class I director with a term which would expire in 2001. Mr.
Parrington is 53 years old. Mr. Parrington has been employed with Interstate
since 1981. He served as Chief Executive Officer of Interstate since April 1996
and as President and Director of Interstate since 1994. Mr. Parrington also
served as Chief Financial Officer prior thereto. Mr. Parrington is a graduate of
the Georgetown University School of Business.

ROLF E. RUHFUS is anticipated to be appointed as a director of Wyndham upon
the closing of the pending acquisition of all of the partnership interests in SF
Hotel Company, L.P. ("Summerfield") to fill a vacancy on the Board of Directors.
Mr. Ruhfus would be appointed a Class III director with a term which would
expire in 2000. Mr. Ruhfus is Chairman of the Board of Directors and Chief
Executive Officer of Summerfield Hotel Corporation, a position he has held since
1987. Mr. Ruhfus is 53 years old. Prior to founding Summerfield Hotel
Corporation, Mr. Ruhfus served as President of Residence Inn Corporation from
1983 until the franchise and management system assets were sold to Marriott
Corporation. At the time of the sale, there were over 100 Residence Inn hotels
in operation. Mr. Ruhfus holds a B.A. from Western Michigan University, an
M.B.A. from the Wharton School of Business and a Ph.D. in Marketing from the
University of Munster, Germany.

EXECUTIVE OFFICERS OF WYNDHAM WHO ARE NOT DIRECTORS

WILLIAM W. EVANS III became an Executive Vice President of Wyndham in
January 1998. For biographical information on Mr. Evans, see --"Patriot."

THOMAS W. LATTIN became an Executive Vice President of Wyndham in October
1997 in connection with the GAH Acquisition. He became President and Chief
Operating Officer of Old Patriot in April 1995 and continued in such capacity
for Wyndham following the Cal Jockey Merger. From 1987 through 1994, he served
as the National Partner of the hospitality industry consulting practice of
Laventhol & Horwath and subsequently as a partner in the national hospitality
consulting group of Coopers & Lybrand L.L.P. In 1994, he joined the Hospitality
Group of Kidder, Peabody & Co. Incorporated as a Senior Vice President and later
served as a Senior Vice President with PaineWebber Incorporated. Mr. Lattin
holds a B.S. and M.S. in Hotel Management from the Cornell School of Hotel
Administration. He is a certified public accountant.

LESLIE V. BENTLEY became an Executive Vice President of Wyndham in January
1998 in connection with the closing of the Wyndham Merger. He was employed by
Old Wyndham since March 1985, served as Executive Vice President and President
of the Old Wyndham Garden Division since May 1990 and was elected a director of
Old Wyndham in January 1997. From January 1987 to June 1988, Mr. Bentley served
as Regional Vice President of Old Wyndham. From June 1988 to December 1988, Mr.
Bentley served as Vice President of Operations of Old Wyndham, and from December
1988 to May 1990, he served as Senior Vice President of Operations of Old
Wyndham. Prior to joining Old Wyndham, Mr. Bentley was employed by Marriott
International Hotels for eight years. Mr. Bentley holds a B.S. in Hotel and
Restaurant Administration from Pennsylvania State University.

9
<PAGE>
STANLEY M. KOONCE, JR. became Executive Vice President--Marketing and
Strategic Planning of Wyndham in January 1998 in connection with the closing of
the Wyndham Merger. He served as Executive Vice President--Marketing, Planning
and Technical Services of Old Wyndham since October 1994, was elected a director
of Old Wyndham in January 1997 and served as Senior Vice President of Sales and
Marketing of Old Wyndham from October 1989 to October 1994. Mr. Koonce served as
President of CUC Travel Services, a division of CUC International, in Stamford,
Connecticut from 1986 to 1989, as Vice President of the Marketing Department
with American Express from 1979 to 1986 and as a Director of Finance and
Planning for American Airlines from 1976 to 1979. Mr. Koonce holds a B.S. in
Mathematics and an M.B.A. from the University of North Carolina.

LAWRENCE S. JONES became an Executive Vice President and Treasurer of
Wyndham in March 1998. For biographical information on Mr. Jones, see
- --"Patriot."

INFORMATION REGARDING THE BOARD OF DIRECTORS OF PATRIOT AND ITS COMMITTEES

MEETINGS. The Board of Directors of Patriot held six meetings during the
last six months of 1997. No director of Patriot attended less than 75% of the
aggregate number of meetings held during 1997 of the Board of Directors and any
Board Committee of which he was a member, except for Mr. Thomas S. Foley, who
resigned from Patriot's Board of Directors in November 1997 to serve as U.S.
Ambassador to Japan.

AUDIT COMMITTEE. The Audit Committee consists of two Independent Directors:
Messrs. Deterding and Dillon. An "Independent Director" is a director who is not
an officer or employee of Patriot, any affiliate of an officer or employee or
any affiliate of (i) any advisor to Patriot under an advisory agreement, (ii)
any lessee of any property of Patriot, (iii) any subsidiary of Patriot or (iv)
any partnership which is an affiliate of Patriot. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of Patriot's internal accounting controls. The Audit Committee held two
meetings during the last six months of 1997.

COMPENSATION COMMITTEE. The Compensation Committee consists of three
Independent Directors: Messrs. Deterding, Dillon and Jacobson. The Compensation
Committee determines compensation of Patriot's executive officers, and
administers the Patriot American Hospitality, Inc. 1995 Incentive Plan and the
Patriot American Hospitality, Inc. 1997 Incentive Plan (the "Patriot 1997
Incentive Plan"). The Compensation Committee held no meetings during the last
six months of 1997.

INFORMATION REGARDING THE BOARD OF DIRECTORS OF WYNDHAM AND ITS COMMITTEES

MEETINGS. The Board of Directors of Wyndham held six meetings during the
last six months of 1997. No director attended less than 75% of the aggregate
number of meetings held during 1997 of the Board of Directors and any Board
Committee of which he was a member, except for Mr. Foley, who resigned from
Wyndham's Board of Directors in November 1997 to serve as U.S. Ambassador to
Japan.

AUDIT COMMITTEE. The Audit Committee consists of three Independent
Directors: Messrs. Boxer, Einspruch and Lyon. An "Independent Director" is a
director who is not an officer or employee of Wyndham, any affiliate of an
officer or employee or any affiliate of (i) any advisor to Wyndham under an
advisory agreement, (ii) any lessee of any property of Wyndham, (iii) any
subsidiary of Wyndham or

10
<PAGE>
(iv) any partnership which is an affiliate of Wyndham. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of Wyndham's internal accounting controls. The Audit Committee held two
meetings during the last six months of 1997.

COMPENSATION COMMITTEE. The Compensation Committee consists of two
Independent Directors: Messrs. Boxer and Jacobson. The Compensation Committee
determines compensation of Wyndham's executive officers and administers the
Patriot American Hospitality Operating Company 1995 Incentive Plan and the
Patriot American Hospitality Operating Company 1997 Incentive Plan (the "Wyndham
1997 Incentive Plan"). The Compensation Committee held no meetings during the
last six months of 1997.

DIRECTOR COMPENSATION FOR PATRIOT

Currently, any director who is not an employee of Patriot is paid an annual
retainer fee of $25,000 in quarterly installments of $6,250. In addition, each
such director is currently paid $1,250 for attendance at each meeting of
Patriot's Board of Directors, $1,000 for participating in a telephonic Board
meeting and $750 for attendance, whether in person or telephonic, at each
meeting of a committee of Patriot's Board of Directors of which such director is
a member. The annual retainer fee and meeting fees are paid in cash, but the
directors may elect in advance to defer the receipt of all or part of the fees
and to receive such deferred fees at a later date in the form of shares of
Paired Common Stock. Directors who are employees of Patriot do not receive any
fees for their service on the Board of Directors or a committee thereof. In
addition, Patriot reimburses directors for their out-of-pocket expenses incurred
in connection with their service on the Board of Directors.

Under the Patriot 1997 Incentive Plan, on the date of each annual meeting of
Patriot's stockholders, each non-employee director then in office receives a
grant of non-qualified options to purchase an additional 10,000 shares of Paired
Common Stock at the then current market price. All options granted to
non-employee directors vest immediately upon the date of grant. At the 1997
Annual Meeting of Stockholders, Messrs. Daniels, Deterding, Dillon, Foley and
Jacobson each were each granted a non-qualified option under the Patriot 1997
Incentive Plan to acquire 10,000 shares of Paired Common Stock at an exercise
price of $32.625.

For the first six months of 1997, members of the Board of Directors of
Patriot (directors of California Jockey Club) received an annual fee of $12,000
for 12 months of service, adjusted pro rata to reflect actual months served. In
addition, the Chairman of the Audit Committee earned $500 for each Audit
Committee meeting attended and each of the other members of the Audit Committee
received $350 for each meeting attended. For the first six months of 1997, each
director was also provided a food and beverage allowance of $1,000 for use by
the director and his or her guests in the Directors Room and Turf Club at Bay
Meadows Racecourse.

DIRECTOR COMPENSATION FOR WYNDHAM

Currently, any director who is not an employee of Wyndham is paid an annual
fee of $25,000, paid in quarterly installments of $6,250. In addition, each such
director is paid $1,250 for attendance at each meeting of Wyndham's Board of
Directors, $1,000 for participating in a telephonic board meeting and $750 for
attendance, whether in person or telephonic, at each meeting of a committee of
Wyndham's

11
<PAGE>
Board of Directors of which such director is a member. The annual retainer fee
and meeting fees are paid in cash, but the directors may elect in advance to
defer the receipt of all or part of the fees and to receive such deferred fees
at a later date in the form of shares of Paired Common Stock. Directors who are
employees of Wyndham do not receive any fees for their service on the Board of
Directors or a committee thereof. In addition, Wyndham reimburses directors for
their out-of-pocket expenses incurred in connection with their service on the
Board of Directors.

Under the Wyndham 1997 Incentive Plan, on the date of each annual meeting of
Wyndham's stockholders, each non-employee director then in office receives a
grant of non-qualified options to purchase an additional 10,000 shares of Paired
Common Stock at the then current market price. All options granted to
non-employee directors vest immediately upon the date of grant. At the 1997
Annual Meeting of Stockholders, Messrs. Jacobson, Boxer, Lyon and Weiser and Dr.
Einspruch each were granted a non-qualified option under the Wyndham 1997
Incentive Plan to acquire 10,000 shares of Paired Common Stock at an exercise
price of $32.625.

For the first six months of 1997, members of the Board of Directors of
Wyndham (directors of Bay Meadows Operating Company) received an annual fee of
$12,000 each. Eugene F. Barsotti, Jr. and F. Jack Liebau, as employees of
Wyndham, received no such annual fee. The directors who were appointed to
various committees served in such capacities without compensation for their
services. During the first six months of 1997, each director was also provided a
food and beverage allowance of $1,000 for use by the director and his or her
guests in the Directors Room and Turf Club at Bay Meadows Racecourse.

12
<PAGE>
EXECUTIVE COMPENSATION FOR PATRIOT

The Cal Jockey Merger was accounted for as a reverse acquisition whereby Cal
Jockey is considered to be the acquired company for accounting purposes.
Consequently, the historical financial information (including compensation
information) of Old Patriot became the historical financial information for
Patriot. Following the Cal Jockey Merger, the executive officers of Old Patriot
became the executive officers of Patriot. The following table sets forth the
base compensation that Patriot paid from July 1, 1997 through December 31, 1997
to its Chairman and Chief Executive Officer and to the three executive officers
other than the Chief Executive Officer of Patriot (collectively, the "Patriot
Named Executive Officers") whose base salary and bonus exceeded $100,000 during
the fiscal year ending December 31, 1997. Patriot did not grant any Long Term
Compensation Awards during 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(A)
--------------------------------------------------
<S> <C> <C> <C> <C>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION
- ---------------------------------------------------------- --------- ---------- ---------- ---------------
Paul A. Nussbaum(b)....................................... 1997 $ 250,000(c) $ 529,478(d) --
Chief Executive Officer and President

William W. Evans III(b)................................... 1997 $ 163,150(e) $ 303,373(d) $ 93(f)
Office of the Chairman

Rex E. Stewart(b)......................................... 1997 $ 105,000(c) $ 97,961(d) $ 108(f)
Chief Financial Officer, Treasurer and Secretary

Paul Novak................................................ 1997 $ 131,252(c) $ 179,573(d) $ 92(f)
Executive Vice President - Acquisitions
</TABLE>

- ------------------------

(a) No executive officer named in the Summary Compensation Table received
personal benefits or perquisites in excess of the lesser of $50,000 or 10%
of his aggregate salary and bonus.

(b) Pursuant to the Cal Jockey Merger, Old Patriot was merged out of existence
and Mr. Nussbaum became the Chief Executive Officer and President of
Patriot; Mr. Evans became the holder of the Office of the Chairman of
Patriot and Mr. Stewart became the Chief Financial Officer, Treasurer and
Secretary of Patriot. In connection with the Wyndham Merger, Mr. Evans
became the President and Chief Operating Officer of Patriot. Mr. Stewart is
no longer an executive officer of Patriot.

(d) In accordance with the Patriot 1997 Incentive Plan, executive officers of
Patriot were allowed to elect to receive all or a portion of their bonus
either in cash or in Paired Common Stock. If an executive officer chose to
receive their bonus all or in part in Paired Common Stock, they received a
15% discount off of the fair market value of the Paired Common Stock as of
January 6, 1998. Mr. Nussbaum elected to receive his entire bonus in the
form of Paired Common Stock; Mr. Evans elected to receive $81,000 in cash
and $222,373 in the form of Paired Common Stock; Mr. Stewart elected to
receive $45,000 in cash and $52,961 in the form of Paired Common Stock; and
Mr. Novak elected to receive $82,500 in cash and $15,461 in the form of
Paired Common Stock.

(e) Includes $650 paid to Mr. Evans to cover commuting expenses.

13
<PAGE>
(f) For 1997, the dollar value of insurance premiums paid by Patriot with
respect to term life insurance for the benefit of the Patriot Named
Executive Officer.

EXECUTIVE COMPENSATION FOR OLD PATRIOT

The following table sets forth the base compensation that Old Patriot paid
in 1995, 1996 and the first six months of 1997 to its Chairman and Chief
Executive Officer and to the four executive officers other than the Chief
Executive Officer of Old Patriot (collectively, the "Old Patriot Named Executive
Officers" ) whose base salary, and bonus exceeded $100,000 during the fiscal
year ending December 31, 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
---------------------------------
SECURITIES
ANNUAL COMPENSATION(A) RESTRICTED UNDERLYING ALL OTHER
--------------------------------- STOCK OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS (#)(B) /SARS (#)(B) ($)
- ------------------------------ --------- ---------- ---------- ------------- ------------------ -------------
<S> <C> <C> <C> <C> <C> <C>

Paul A. Nussbaum(c)........... 1997 $ 157,500(d) -- 280,005(f) 2,600,042(g) $ 45,869(h)
Chief Executive Officer 1996 247,500(d) $ 200,000(e) -- 150,002(i) --
1995 45,000(d) 45,000(e) -- 500,007(j) --

William W. Evans III(c)....... 1997 $ 112,290(k) -- 200,003(l) 560,009(m) $ 55(h)
Office of the Chairman

Thomas W. Lattin(c)........... 1997 $ 128,560(n) -- -- 54,000(i) $ 138(h)
President and Chief 1996 205,625(n) $ 75,000(e) 80,001(q) 200,002(j) --
Operating Officer 1995 126,000(n) 33,750(e) -- --

Leslie Ng(c).................. 1997 $ 81,101(o) -- -- -- $ 45(h)
Senior Vice President- 1996 143,500(o) $ 50,000 40,000(q) 25,000(i) --
Acquisitions 1995 81,000(o) 21,000 -- 130,001(j) --

Rex E. Stewart(c)............. 1997 $ 102,375(p) -- -- -- $ 93(h)
Executive Vice President and 1996 174,250(p) $ 75,000(e) 60,000(q) 40,000(i) --
Chief Financial Officer 1995 88,000(p) 25,500(e) -- 170,002(j) --
</TABLE>

- ------------------------

(a) No executive officer named in the Summary Compensation Table received
personal benefits or perquisites in excess of the lesser of $50,000 or 10%
of his aggregate salary and bonus.

(b) The number of shares of Paired Common Stock reflected in the table take into
account the 2-for-1 stock split effected in the form of a stock dividend
distributed on March 18, 1997 to stockholders of record on March 7, 1997,
the conversion ratio in connection with the Cal Jockey Merger, and the
1.927-for-1 stock split effected in the form of a stock dividend distributed
on July 25, 1997 to stockholders of record on July 15, 1997.

(c) Pursuant to the Cal Jockey Merger, Old Patriot was merged out of existence
and Mr. Nussbaum became the President and Chief Executive Officer of
Patriot; Mr. Evans was appointed to the Office of the Chairman of Patriot;
Mr. Lattin became the President and Chief Operating Officer of Wyndham; Mr.
Stewart became the Chief Financial Officer, Treasurer and Secretary of
Patriot; and

14
<PAGE>
Mr. Ng became a Senior Vice President--Acquisitions of Wyndham. Effective
October 1, 1997, Mr. Lattin assumed the position of Executive Vice President
of Wyndham. In connection with the Wyndham Merger, Mr. Evans became
President and Chief Operating Officer of Patriot. Mr. Stewart is no longer
an executive officer of Patriot.

(d) For 1997, reflects amount paid from January 1, 1997 to June 30, 1997. For
1996, reflects an increase in annual base salary to $315,000 effective July
1, 1996. For 1995, reflects amount paid from October 1995 through December
1995 based on an annual salary of $180,000. Salary prior to October 1995 was
paid by Patriot American.

(e) Bonus compensation in an amount equal to 25% of Mr. Nussbaum's annual base
salary, 19% of Mr. Lattin's annual base salary and 15% of Mr. Stewart's
annual base salary was approved for 1995, but payment of the bonus was
deferred at the election of the executive officer until 1996. The bonus
compensation included in the table for Messrs. Nussbaum, Lattin and Stewart
was approved for 1996, but payment of the bonus was deferred at the election
of the executive officer until 1997.

(f) On March 18, 1997, Old Patriot awarded the equivalent of 280,005 shares of
Paired Common Stock to Mr. Nussbaum. Taking into account the various stock
splits, the equivalent to the market price of Paired Common Stock on the
date of grant was $24.75 and the restrictions on all of these shares of
Paired Common Stock lapse in three equal annual installments beginning on
March 18, 1998 and ending on March 18, 2000.

(g) On April 1, 1997, Old Patriot granted non-qualified options to purchase the
equivalent of 2,600,042 shares of Paired Common Stock to Mr. Nussbaum. All
of these options vest five years from the date of grant, on April 1, 2002.

(h) For 1997, the dollar value of insurance premiums paid by Old Patriot with
respect to term life insurance for the benefit of the Old Patriot Named
Executive Officer.

(i) In April 1996, Old Patriot granted non-qualified options to purchase Common
Stock to Messrs. Nussbaum, Lattin, Ng and Stewart. The options of Messrs.
Nussbaum, Lattin, Ng and Stewart vest in seven equal annual installments
beginning April 19, 1997 and ending April 19, 2003.

(j) In connection with its initial public offering, Old Patriot granted
incentive stock options ("ISOs") and nonqualified options to Messrs.
Nussbaum, Lattin, Ng and Stewart to purchase shares of Patriot Common Stock.
Of the 500,008 options granted to Mr. Nussbaum, 416,687 are nonqualified
stock options, 34,724 of which vested on the date of grant and the remainder
become exercisable in 11 quarterly installments, and 83,321 are ISOs, which
vest in equal annual installments each January 1, beginning January 1, 1996
and ending on January 1, 2005. Of the 200,003 options granted to Mr. Lattin,
116,683 are non-qualified stock options, 9,724 of which vested on the date
of grant and the remainder become exercisable in 11 quarterly installments,
and 83,320 are ISOs which vest in equal annual installments each January 1,
beginning January 1, 1996 and ending on January 1, 2005. Of the 130,001
options granted to Mr. Ng, 46,681 are non-qualified stock options, 3,890 of
which vested on the date of grant and the remainder become exercisable in 11
quarterly installments, and 83,321 are incentive stock options which vest in
equal annual installments each January 1, beginning January 1, 1996 and
ending on January 1, 2005. Of the 170,002 options granted to Mr. Stewart,
86,681 are non-qualified stock options, 7,222 of which vested on the date of
grant and the remainder become exercisable in 11 quarterly installments, and
83,321 are incentive stock options which vest in equal annual installments
each January 1, beginning January 1, 1996 and ending on January 1, 2005.

15
<PAGE>
(k) Reflects amount paid from February 1997 to June 1997 and includes $290 paid
to Mr. Evans to cover commuting expenses.

(l) On February 14, 1997, Old Patriot awarded the equivalent of 200,003 shares
of Paired Common Stock to Mr. Evans. Taking into account the various stock
splits and conversion of shares in the Cal Jockey Merger, the equivalent to
the market price of Paired Common Stock on the date of grant was $22.625 and
the restrictions on all of the shares of Paired Common Stock lapse in four
equal annual installments beginning on March 1, 1998 and ending on March 1,
2001.

(m) On February 14, 1997, Old Patriot granted non-qualified options to purchase
the equivalent of 560,009 shares of Paired Common Stock to Mr. Evans. These
options vest in 12 equal quarterly installments beginning on April 1, 1997.

(n) For 1997, reflects amount paid from January 1, 1997 to June 30, 1997 and
includes $4,706 paid to Mr. Lattin to cover commuting expenses. For 1996,
reflects an increase in annual base salary to $236,250 effective July 1,
1996. For 1995, reflects amount paid from April 1995 through December 1995
based on an annual salary of $175,000.

(o) For 1997, reflects amount paid from January 1, 1997 to June 30, 1997 and
includes $1,351 paid to Mr. Ng to cover commuting expenses. For 1996,
reflects an increase in annual base salary to $147,000 effective July 1,
1996. For 1995, reflects amount paid from June 1995 through December 1995
based on an annual salary, since October 1, 1995, of $140,000.

(p) For 1997, reflects amount paid from January 1, 1997 to June 30, 1997. For
1996, reflects an increase in annual base salary to $178,500 effective July
1, 1996. For 1995, reflects amount paid from July 1995 through December 1995
based on an annual salary, since October 1, 1995, of $170,000. Salary prior
to July 1995 was paid by Metro Joint Venture.

(q) On July 25, 1996, Old Patriot awarded the equivalent of (i) 80,001 shares of
restricted Paired Common Stock to Mr. Lattin; (ii) 40,000 shares of
restricted Paired Common Stock to Mr. Ng and (iii) 60,000 shares of
restricted Paired Common Stock to Mr. Stewart. Taking into account the
various stock splits, the equivalent to the market price of Paired Common
Stock on the date of grant was $14.125 and the restrictions on all of the
shares of the Paired Common Stock lapse in four equal annual installments
beginning July 25, 1997 and ending July 25, 2000. Messrs. Lattin and Ng are
entitled to receive dividends on the total stock award during the vesting
period.

16
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1997 FOR OLD PATRIOT AND PATRIOT

The following table sets forth the options granted with respect to the
fiscal year ended December 31, 1997 to the Patriot Named Executive Officers:

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT
------------------------------------------------------------------ ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF TOTAL OF SHARE PRICE APPRECIATION
SHARES UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM
OPTIONS TO EMPLOYEES BASE EXPIRATION ----------------------------
NAME GRANTED (#) IN FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- -------------------------- ----------------- ----------------- --------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Nussbaum.......... 1,350,022(a) 41.4% $ 22.375 4/1/2007 $ 18,996,718 $ 48,140,485
250,004(a) 7.7 24.61 4/1/2007 3,869,307 9,805,396
250,004(a) 7.7 27.07 4/1/2007 4,256,081 10,785,537
250,004(a) 7.7 29.78 4/1/2007 4,682,161 11,865,286
250,004(a) 7.7 32.761 4/1/2007 5,150,849 13,053,010
250,004(a) 7.7 36.041 4/1/2007 5,666,547 14,359,865
William W. Evans III...... 560,009(b) 18.0% $ 24.125 2/14/2007 $ 8,496,440 $ 21,531,233
Paul Novak................ 100,002(c) 3.1% $ 22.625 6/24/2007 $ 1,422,892 $ 3,605,818
</TABLE>

- ------------------------

(a) Such non-qualified options will vest 100% on April 1, 2007.

(b) Such non-qualified options vest in 12 equal quarterly installments.

OPTION EXERCISES AND YEAR-END HOLDINGS FOR OLD PATRIOT AND PATRIOT

The following table sets forth the value of options held at the end of 1997
by the Patriot Named Executive Officers:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT DECEMBER 31, VALUE OF UNEXERCISED
SHARES VALUE 1997 IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED (#) DECEMBER 31, 1997($)(A)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------- ------------- ----------- --------------------------- -------------------------
<S> <C> <C> <C> <C>
Paul A. Nussbaum................. -- -- 385,332/2,864,720 $6,208,853/$14,441,928
William W. Evans III............. -- -- 140,002/420,007 $656,259/$1,968,783
Rex E. Stewart................... -- -- 87,389/122,614 $1,460,995/$2,012,160
</TABLE>

- ------------------------

(a) Represents the number of shares of Paired Common Stock underlying the
options (excluding options the exercise price of which was more than the
market value of the underlying securities) times the closing market price at
December 31, 1997 of $28.8125, minus the exercise price.

17
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PATRIOT

This Compensation Committee report relates to compensation decisions made by
Patriot's Compensation Committee. This Compensation Committee report shall not
be deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
(the "Securities Act") or under the Exchange Act, except to the extent that
Patriot specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

This Compensation Committee Report relates only to the period following the
Cal Jockey Merger, which period is July 1, 1997 to December 31, 1997.

OBJECTIVES OF EXECUTIVE COMPENSATION. Patriot's executive compensation
program is intended to attract, motivate and retain key executives who are
capable of leading Patriot effectively and continuing its long-term growth. The
compensation program for executives is comprised of base salary, annual
incentives and long-term incentive awards. Base salary is targeted to be within
a reasonable range of compensation for comparable companies and for comparable
levels of expertise by executives. Annual incentives are based upon the
achievement of one or more performance goals. Patriot uses stock options and
other equity based compensation in its long-term incentive program.

COMPENSATION COMMITTEE PROCEDURES. The Compensation Committee of the Board
of Directors establishes the general compensation policies of Patriot and
implements and monitors the compensation and incentive plans and policies of
Patriot. The Compensation Committee is composed of three Independent Directors,
none of whom is currently or was formerly an officer or employee of Patriot.
Final compensation determinations for each fiscal year are generally made after
the end of the fiscal year, after audited financial statements for such year
become available. At that time, bonuses, if any, are determined for the past
year's performance, base salaries for the following fiscal year are set and
long-term incentives, if any, are granted.

The Compensation Committee engages compensation consultants to advise the
Committee with respect to executive compensation matters, including compensation
amounts and the relative allocation of compensation among base salary, annual
incentive compensation and long-term incentive compensation. One consultant
presented the Compensation Committee with a Final Report on January 29, 1997.
The Compensation Committee engaged another compensation consultant to advise the
Committee with respect to compensation matters as they relate to the Chief
Executive Officer. This consultant presented the Compensation Committee with its
recommendations in February 1997. The Compensation Committee, working with these
compensation consultants, established quantitative and qualitative performance
targets for the year ending December 31, 1997 for both annual and long-term
compensation awards. The results of this review are reflected in the annual
incentive compensation decisions for the fiscal year ending December 31, 1997
and in the base salary levels for the fiscal year ending December 31, 1998.

In setting base salary and determining annual incentive and long-term
incentive awards, the Compensation Committee reviews compensation levels of
executive officers at other hospitality companies and real estate investment
trusts with revenues comparable to those of Patriot. Some of these companies are
the same companies that comprise the NAREIT Total Return Equity Index to which
Patriot's stock performance is compared in this proxy statement. The
Compensation Committee believes that the compensation information for these
groups is comparable since both groups contain hospitality companies of similar
size and performance.

18
<PAGE>
The Compensation Committee also reviews data contained in published surveys
on executive compensation. The Compensation Committee based its decisions
regarding 1998 base salary and annual cash bonus amounts for the year ended
December 31, 1997, in part, upon its review of such data.

Members of the Compensation Committee consult periodically by telephone
prior to the meeting at which compensation decisions are made. The Compensation
Committee exercises its independent discretion in determining the compensation
of the executive officers.

Each element of the executive compensation, as well as the compensation of
the Chief Executive Officer, is discussed separately below.

BASE SALARY. Base salaries are determined by the Compensation Committee
after reviewing salaries paid by hospitality companies of similar size and
performance. The Compensation Committee generally sets base salaries at a level
to weight total compensation in favor of annual and long-term performance-based
compensation.

ANNUAL INCENTIVES. Annual incentives are provided in the form of cash
bonuses. Annual incentives are designed to reward executives and management for
the annual growth and achievement of Patriot. The Compensation Committee awards
cash bonuses to those executives who meet established goals, with the amount of
the award based upon each executive's base salary and the level to which such
executive's performance exceeded the established goal. Upon achievement of
targeted levels of performance, executives can receive cash awards equal to up
to 80% of their base salaries.

LONG-TERM INCENTIVES. Long-term incentives are provided through the grant
of restricted stock awards and stock options. These grants are designed to align
executives' interests with the long-term goals of Patriot and the interests of
Patriot's stockholders and encourage high levels of stock ownership among
executives. Long-term incentive compensation depends upon quantitative and
objective, as well as qualitative, measures of corporate performance. The
Compensation Committee uses long-term incentive compensation awards to reward
management for achieving favorable results based on predefined performance
measures with a focus on long-term performance improvements. The primary
emphasis of the total compensation package for all executives is placed on the
long-term component.

RESTRICTED STOCK AWARDS. The Compensation Committee believes that the grant
of restricted stock awards align the executive's long-term objectives with those
of Patriot's stockholders. Restricted Stock grants are intended to reward
outstanding performance. Patriot's 1997 Incentive Plan is administered by the
Compensation Committee, which has the power to determine those individuals to
whom restricted stock awards are granted. The Compensation Committee made no
restricted stock awards in 1997.

STOCK OPTIONS. The Compensation Committee believes that the grant of stock
options align the executive's long-term objectives with those of Patriot's
stockholders. Patriot's 1997 Incentive Plan is administered by the Compensation
Committee, which has the power to determine those individuals to whom options
will be granted, the number of shares, the type of options and other terms and
conditions of the options. The compensation consultants made recommendations for
grants of stock options to executive officers. After reviewing these
recommendations and after applying the methodology described above, the
Committee determines the size of award and recipients of stock options.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Compensation Committee set Mr.
Nussbaum's base salary for the year ended December 31, 1997 substantially in
accordance with the policies described above relating to all executive officers.
Mr. Nussbaum's 1997 annualized base salary from Patriot was $500,000, an amount
that represents an increase of 58.7% over his 1996 annualized base salary while
serving as Old Patriot's Chief Executive Officer.

19
<PAGE>
Mr. Nussbaum's cash bonus for 1997 was determined by the Compensation
Committee substantially in accordance with the policies described above relating
to all executive officers. Additionally, the Compensation Committee considered a
subjective evaluation of Mr. Nussbaum's ability to influence Patriot's long-term
growth and profitability. For the year ended December 31, 1997, Patriot awarded
Mr. Nussbaum a bonus of $529,478.

After much study and consideration, and working with its consultants, the
Compensation Committee concluded that the foundation of Patriot's long-term
incentive program for Mr. Nussbaum should be a significant grant of
non-qualified options which will be his sole equity award for the next five
years. To reinforce a long-term pay strategy that maximizes the interests of
stockholders and to keep Mr. Nussbaum's long-term compensation arrangement
competitive with other chief executive officers in Patriot's peer group, on
April 1, 1997, the Compensation Committee awarded a two-tier option program to
Mr. Nussbaum. The tier one award is a ten-year option to purchase 1,350,000
shares of Paired Common Stock with an exercise price equal to $22.375 per share,
the fair market value at the time of grant. This option would not be exercisable
until the end of five years. The tier two award is a ten-year premium-priced
option to purchase 1,250,000 shares of Paired Common Stock. This grant has five
equal tranches of 250,000 shares each with an increasing price ranging from
$24.61 to $36.04. This tier two option would not be exercisable until April 1,
2002. It is the view of the Compensation Committee that the use of fair market
value options and, in particular, options priced in excess of fair market value,
will incentivize Mr. Nussbaum to continue to strive to achieve superior
performance for Patriot and to increase the total return to Patriot's
stockholders. If Patriot's stock value does not increase above the option
exercise prices, Mr. Nussbaum would not be able to realize value from either
option grant. In determining Mr. Nussbaum's total compensation package, the
Compensation Committee noted Old Patriot's stellar performance since 1995
through the Cal Jockey Merger on July 1, 1997. The Compensation Committee
believed that much of Patriot's (and its predecessor's) extraordinary growth and
performance in 1997 was attributable to the leadership of Mr. Nussbaum.
Therefore, the Compensation Committee believed that Mr. Nussbaum's total
compensation package was commensurate with his efforts.

TAX CONSIDERATIONS. The Compensation Committee's executive compensation
strategy is designed to be cost and tax effective. Therefore, the Compensation
Committee's policy is, where possible and considered appropriate, to preserve
corporate tax deductions, including the deductibility of compensation paid to
the Patriot Named Officers pursuant to Section 162(m) of the Internal Revenue
Code, while maintaining the flexibility to approve compensation arrangements
which it deems to be in the best interests of Patriot and its stockholders, but
which may not always qualify for full tax deductibility.

NEW DEVELOPMENTS. In connection with the Wyndham Merger, the stockholders
of Patriot approved the following changes to the Executive Officers of Patriot:
Mr. Nussbaum was named Chief Executive Officer; Mr. Evans was named President
and Chief Operating Officer; and Ms. Raymond was named the Chief Financial
Officer, Executive Vice President and Treasurer. In March 1998, Mr. Jones was
appointed Executive Vice President and Treasurer. Ms. Raymond continues to serve
as the Chief Financial Officer and Executive Vice President of Patriot. In
January 1998, John P. Bohlmann was appointed the Senior Vice President, General
Counsel and Secretary of Patriot.

SUBMITTED BY THE COMPENSATION COMMITTEE:

John C. Deterding
Gregory R. Dillon
Arch K. Jacobson

20
<PAGE>
EXECUTIVE COMPENSATION FOR WYNDHAM

The following table sets forth the base compensation that Wyndham paid to
its former Chief Executive Officer and President during the first six months of
1997 and its current Chief Executive Officer during the last six months of 1997.
Each executive officer of Wyndham during the fiscal year ending December 31,
1997, whose aggregate cash compensation in 1997 exceeded $100,000 and two former
officers that are no longer with Wyndham, whose aggregate cash compensation in
1997 exceeded $100,000 (all such executive officers, including the President and
Chief Executive Officer during the first half of 1997 and the Chief Executive
Officer of the latter half of 1997, are collectively referred to as the "Wyndham
Named Executive Officers" ).

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION (A) COMPENSATION AWARDS
---------------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS (#) OPTIONS (#) COMPENSATION ($)
- ------------------------------------------- --------- ---------- ----------- ------------- ----------- ----------------
Paul A. Nussbaum........................... 1997 (c) (c) -- -- --
Chief Executive Officer(b)

Karim Alibhai(d)........................... 1997 $ 72,916 -- -- 280,000 --
President and Chief
Operating Officer

Thomas W. Lattin(d)........................ 1997 $ 127,346(e) $ 50,000 -- -- $ 138(f)
Executive Vice President

Leslie Ng.................................. 1997 $ 81,119(g) $ 75,000 -- -- $ 45(f)
Senior Vice President
</TABLE>

- ------------------------

(a) No executive officer named in the Summary Compensation Table received
personal benefits or perquisites in excess of the lesser of $50,000 or 10%
of his aggregate salary and bonus.

(b) Mr. Carreker became Chief Executive Officer of Wyndham in January 1998.

(c) Mr. Nussbaum was paid by Patriot for his service as an officer of both
Patriot and Wyndham. See "Patriot Summary Compensation Table."

(d) Mr. Alibhai was appointed the President and Chief Operating Officer of
Wyndham, effective October 1, 1997, and Mr. Lattin was appointed the
Executive Vice President of Wyndham in connection with the GAH acquisition.
Prior thereto and upon consummation of the Cal Jockey Merger, Mr. Lattin
served as the President and Chief Operating Officer of Wyndham.

(e) Includes $2,346 paid to Mr. Lattin to cover commuting expenses.

(f) For 1997, the dollar value of insurance premiums paid by Wyndham with
respect to term life insurance for the benefit of the Wyndham Named
Executive Officer.

(g) Includes $119 paid to Mr. Ng to cover commuting expenses.

21
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1997 FOR WYNDHAM

The following table sets forth the options granted with respect to the
fiscal year ended December 31, 1997 to the Wyndham Named Executive Officers:

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT
ASSUMED ANNUAL RATES
OF SHARE PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-------------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENT OF TOTAL
NUMBER OF OPTIONS
SHARES GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- --------------------------------- ----------- ------------------- --------------- ----------- ------------ -------------
Karim Alibhai(a)................. 280,000 100% $ 32.0625 10/1/07 $ 5,645,948 $ 14,307,665
</TABLE>

- ------------------------

(a) Such non-qualified options vest in twelve equal quarterly installments.

OPTIONS EXERCISES AND YEAR-END HOLDINGS FOR WYNDHAM

The following table sets forth the value of options held at the end of 1997
by Wyndham's Named Executive Officers:

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS DECEMBER 31, 1997 DECEMBER 31, 1997
ON EXERCISE REALIZED (#) ($) EXERCISABLE/
NAME ($) ($) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
- ---------------------------- -------------- ------------ --------------------------- ------------------------
<S> <C> <C> <C> <C>
Paul A. Nussbaum............ (a) (a) (a) (a)
Karim Alibhai............... -- -- 23,333/256,667 (b)
Thomas W. Lattin............ -- -- 111,891/142,113 $1,870,075/$1,611,075
Leslie Ng................... -- -- 55,246/99,756 $923,688/$1,646,333
</TABLE>

- ------------------------

(a) See Option Exercises and Year-End Holdings for Old Patriot and Patriot
Table.

(b) None of the securities underlying Mr. Alibhai's options are "in-the-money."

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF WYNDHAM

This Compensation Committee report relates to compensation decisions made by
Wyndham's Compensation Committee. This Compensation Committee report shall not
be deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
(the "Securities Act") or under the Exchange Act, except to the extent that such
filing specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

COMPENSATION DECISIONS. The current members of the Compensation Committee
of Wyndham were appointed in connection with the Cal Jockey Merger in July 1997.
The only compensation decisions for 1997 related to Mr. Alibhai, and these
compensation decisions were acted upon by the entire Board of Directors of
Wyndham in connection with the GAH acquisition by Wyndham. On a going forward
basis, the Compensation Committee will follow the same policies discussed above
for Patriot.

NEW DEVELOPMENTS. In connection with the Wyndham Merger, Mr. Carreker
became the Chief Executive Officer of Wyndham; Mr. Bentley became an Executive
Vice President of Wyndham; Ms. Moreland became Senior Vice President, General
Counsel and Secretary of Wyndham; and

22
<PAGE>
Mr. Koonce became Executive Vice President -Marketing and Strategic Planning of
Wyndham. Prior to the Wyndham Merger, Mr. Stewart served as Chief Financial
Officer, Treasurer and Secretary of both Patriot and of Wyndham. Upon the
closing of the Wyndham Merger, he served as Chief Financial Officer, Executive
Vice President and Treasurer of Wyndham. In January 1998, Richard Holtzmann was
appointed an Executive Vice President. In March 1998, Mr. Stewart resigned as
Chief Financial Officer, Executive Vice President and Treasurer. In March 1998,
Mr. Jones was appointed Executive Vice President and Treasurer.

SUBMITTED BY THE COMPENSATION COMMITTEE:

Leonard Boxer

Arch K. Jacobson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION FOR PATRIOT AND
WYNDHAM

None, except that with respect to Wyndham, Mr. Carreker serves on the
compensation committee of Crow Family Holdings, and Ms. Groentemann is a
director of Wyndham and the chief operating officer of Crow Family Holdings.

PATRIOT AND WYNDHAM EMPLOYMENT AGREEMENTS

Patriot entered into an employment agreement as of April 14, 1997 with Mr.
Nussbaum, pursuant to which Mr. Nussbaum serves as Chief Executive Officer and
Chairman of the Board of Patriot from July 1, 1997 until January 5, 2003, the
fifth anniversary of the effective date of the Wyndham Merger (the "Nussbaum
Agreement"). The Nussbaum Agreement is automatically extended for an additional
two-year term unless either party elects to terminate the Nussbaum Agreement by
notice in writing at least 90 days prior to the second anniversary or
even-numbered anniversary date thereafter. Mr. Nussbaum's annual base
compensation is subject to any increase in base compensation approved by the
Compensation Committee. Additionally, Mr. Nussbaum is eligible to receive
incentive compensation to be determined by the Compensation Committee of an
amount up to 100% of his base compensation. Mr. Nussbaum's annual base
compensation was $500,000 in 1997. For 1998, the annual base compensation was
raised to $550,000 and he received a bonus of $529,478 in shares of Paired
Common Stock for his performance in 1997.

Patriot entered into an employment agreement as of April 14, 1997 with Mr.
Carreker, pursuant to which Mr. Carreker serves as Chief Executive Officer and
as Chairman of the Board of Wyndham for a term of five years beginning on
January 5, 1998 (the "Carreker Agreement"). The Carreker Agreement is
automatically extended for an additional two-year term unless either party
elects to terminate by notice in writing at least 90 days prior to the second
anniversary of the Carreker Agreement or even-numbered anniversary date
thereafter. Mr. Carreker's initial annual base compensation is $500,000, and is
subject to any increases in base compensation approved by the Compensation
Committee. Additionally, Mr. Carreker is eligible to receive incentive
compensation to be determined by the Compensation Committee of an amount up to
100% of his base compensation.

Wyndham entered into an employment agreement as of October 1, 1997 with Mr.
Alibhai, pursuant to which Mr. Alibhai serves as President and Chief Operating
Officer of Wyndham for a term of three years beginning on September 30, 1997
(the "Alibhai Agreement"). The Alibhai Agreement is automatically extended for
an additional two-year term unless either party elects to terminate the Alibhai
Agreement by notice in writing at lease 45 days prior the second anniversary of
the Alibhai Agreement or even-numbered anniversary date thereof to expiration of
the Agreement. Additionally, Mr. Alibhai is eligible to receive incentive
compensation to be determined by the Compensation Committee of an amount up to
80% of his

23
<PAGE>
annual base compensation, but in no event less than $75,000. Mr. Alibhai's
annual base compensation was $350,000 in 1997. In 1998, the annual base
compensation remained unchanged.

Upon termination of employment due to the death or disability of Messrs.
Nussbaum, Alibhai or Carreker, (each respectively, an "Executive"), all
unexercisable stock options and non-vested stock-based grants will immediately
vest and will be exercisable for one year. Additionally, Patriot or Wyndham, as
applicable, will pay health insurance premiums for one year.

If an Executive's employment is terminated by such Executive for "good
reason," or if Patriot or Wyndham, as applicable, terminates his employment
without "cause," Patriot or Wyndham, as applicable, will pay such Executive a
severance payment in accordance with Patriot's or Wyndham's, as applicable, then
current severance policies. At a minimum, Messrs. Nussbaum and Carreker would be
entitled to a severance payment equal to three times the sum of his average base
compensation (determined in accordance with the Nussbaum Agreement or the
Carreker Agreement, respectively) and average incentive compensation (determined
in accordance with the Nussbaum Agreement or the Carreker Agreement,
respectively). Mr. Alibhai would be entitled to a minimum severance payment
equal to the sum of his average base compensation and average incentive
compensation for the remaining term of his Agreement or 24 months, whichever is
higher, subject to certain offsets. Additionally, for a period of three years,
Patriot or Wyndham, as applicable, will provide Messrs. Nussbaum and Carreker
with an office and related facilities and an assistant at a location of their
respective choosing. For a period of one year, Patriot or Wyndham, as
applicable, would pay for Messrs. Nussbaum and Carreker the cost of executive
placement services. Certain stock options and stock-based grants held by the
Executive will become exercisable or nonforfeitable.

If a "Change in Control" (as defined in the Agreements) occurs and the
Executive's employment is terminated for any reason other than death, disability
or voluntary resignation within 18 months of such Change in Control, Patriot or
Wyndham, as applicable, must pay the Executives a lump sum amount equal to the
Severance Payment and all stock options and other stock-based awards will become
immediately exercisable or non-forfeitable. In addition, Patriot will provide
the Executives with a tax gross-up payment to cover any excise tax due.

In June 1997, Patriot entered into an employment agreement with Mr. Novak,
pursuant to which Mr. Novak serves as Executive Vice President--Acquisitions and
Development for a three-year term beginning June 1997. Mr. Novak's initial
annual base compensation was $250,000 and is subject to any increases approved
by the Compensation Committee. Additionally, Mr. Novak is eligible to receive
incentive compensation to be determined by the Compensation Committee of an
amount up to 80% of his base compensation. The other terms of Mr. Novak's
Agreement are substantially similar to those of Messrs. Nussbaum and Carreker,
except that if Mr. Novak's employment is terminated by Mr. Novak for good
reason, or if Patriot terminates his employment without cause, Patriot will pay
Mr. Novak a severance payment in accordance with Patriot's then current
severance policies, provided that, at a minimum, Mr. Novak will receive a
severance payment equal to the sum of the average base and incentive
compensation payable for the remaining length of the original three-year term of
the Agreement, or 24 months, whichever is greater. Additionally, for a period of
six months, Patriot would pay for the cost of executive out placement services
and for two years would pay health insurance premiums. Certain stock options and
restricted stock held by Mr. Novak will immediately become exercisable and
nonforfeitable. Mr. Novak is entitled to the same benefits as Mr. Alibhai in the
event of a "Change in Control."

In February 1997, Patriot entered into an employment agreement with William
W. Evans III for a three year term beginning March 1, 1997 (the "Initial Term").
Pursuant to the Agreement, Mr. Evans initially served in the Office of the
Chairman of Patriot. The Agreement automatically will be renewed for

24
<PAGE>
successive one-year terms unless otherwise terminated, or either party elects to
terminate the Agreement at least 90 days prior to the end of the Initial Term,
or each anniversary thereof. Mr. Evans' initial annual base salary was $300,000.
In the event Mr. Evans' employment is terminated due to death or disability: (i)
Mr. Evans' beneficiaries will receive the proceeds under applicable insurance
policies, (ii) all stock options and other stock-based awards will become
immediately exercisable or nonforfeitable and (iii) for a period of one year,
Mr. Evan's spouse and dependents will receive medical and related health
benefits under Patriot's existing plans.

In the event Mr. Evans' employment is terminated for cause or Mr. Evans
voluntarily terminates his employment, he will be entitled to receive any
accrued but unpaid cash compensation and benefits through the date of
termination and all vested options will continue to be exercisable for their
exercise term, as if his employment had not been terminated. If Patriot
terminates Mr. Evans without cause or if Mr. Evans terminates his employment due
to a "Constructive Termination" (as defined in the Agreement): (i) all stock
option and other stock-based awards will become immediately exercisable or
non-forfeitable, (ii) for the longer of one year or the remaining length of the
term of the Agreement, Mr. Evans and his spouse and dependants will receive
medical and related health benefits under Patriot's existing plans and (iii)
Patriot will pay Mr. Evans within 30 days after the date of termination, a lump
sum equal to his average base salary and average incentive compensation for the
remaining length of the term of the Agreement, or 12 months, whichever is
greater. Mr. Evans is entitled to the same benefits as Messrs. Nussbaum and
Carreker in the event of a "Change in Control."

In October 1995, Patriot entered into employment agreements with Messrs.
Lattin, Stewart and Ng. These agreements were assigned to Wyndham and pursuant
to which Mr. Lattin serves as Executive Vice President, and Mr. Ng serves as
Senior Vice President of Wyndham. In 1997, their base salaries were $250,000,
$210,000, and $162,000, respectively, and were subject to any increases in base
compensation approved by the Compensation Committee. The Compensation Committee
has increased the base salaries of Mr. Ng to $175,000, effective March 1, 1998.
Upon termination other than for cause or death or disability, including a
termination within 60 days after a Change in Control (as defined in the
agreements), each of such officers will be entitled to receive severance
benefits in an amount to be determined by the Compensation Committee.
Additionally, upon a Change in Control, all stock options and other stock-based
awards will become immediately exercisable or non-forfeitable.

25
<PAGE>
STOCK PERFORMANCE GRAPH FOR PATRIOT AND WYNDHAM

The following graph provides a comparison of the cumulative total
stockholder return since September 27, 1995, the date Patriot completed its
initial public offering (assuming reinvestment of any dividends) of the Paired
Common Stock, the Standard & Poor's ("S&P") 500 Index and the National
Association of Real Estate Investment Trusts ("NAREIT") Total Return Equity
Index. Patriot completed the Cal Jockey Merger in July 1997. The Patriot Common
Stock became "paired" with what is now the Wyndham Common Stock upon completion
of the Cal Jockey Merger.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
NAREIT EQUITY REIT

<S> <C> <C> <C>
Patriot/Wyndham S&P 500 Total Return Index
9/27/95 $100 $100 $100
12/29/95 $107 $192 $267
12/31/96 $192 $131 $141
12/31/97 $267 $175 $169
</TABLE>

26
<PAGE>
BENEFICIAL OWNERSHIP OF PAIRED COMMON STOCK

Except as otherwise noted, the following table sets forth certain
information as of April 7, 1998 as to the security ownership of those persons
owning of record or known to Patriot and Wyndham to be the beneficial owner of
more than five percent of the Paired Common Stock and the security ownership of
Patriot Preferred Stock and Patriot Paired Common Stock by each of the directors
of Patriot and Wyndham, director nominees and each of the executive officers of
Patriot and Wyndham, and all directors and executive officers of Patriot and
Wyndham as a group. All information with respect to beneficial ownership has
been furnished by the respective director, director nominee, executive officer
or five percent beneficial owner, as the case may be. Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to the number of shares set forth opposite their names. Beneficial
ownership of the Patriot Preferred Stock and Paired Common Stock has been
determined for this purpose in accordance with applicable rules and regulations
promulgated under the Exchange Act. Except as otherwise described below, all
shares of Patriot Preferred Stock and Paired Common Stock are owned directly and
the indicated person has sole voting and investment power. The number of shares
of Patriot Preferred Stock and Paired Common Stock also includes the number of
shares that the person could receive if he, she or it redeemed his OP Units
under certain circumstances.

As of April 7, 1998, there were 112,953,388 shares of Paired Common Stock,
4,860,876 shares of Patriot Preferred Stock; 5,821,014 options to purchase a
like number of shares of Paired Common Stock; and 9,372,999 Paired OP Units
(excluding OP Units held by subsidiaries of Patriot) outstanding; and 1,324,804
Preferred B Paired OP Units, 931,972 Preferred A Wyndham OP Units and 476,682
Preferred C Wyndham OP Units.

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (A)
- ---------------------------------------------------------- ------------------------- -----------
<S> <C> <C>
Karim Alibhai............................................. 4,436,542(b) 3.77%
Leonard Boxer............................................. 45,037(c) *
James D. Carreker......................................... 1,890,063(d) 1.67%
Harlan R. Crow............................................ 11,288,220(e) 9.58%
2001 Ross Avenue, Suite 3200 4,860,876(f) 100%
Dallas, Texas 75201
John H. Daniels........................................... 180,982(c) *
John C. Deterding......................................... 40,960(c) *
Gregory R. Dillon......................................... 40,960(c) *
Burton C. Einspruch, M.D.................................. 12,800(g) *
William W. Evans III...................................... 348,222(h) *
Susan T. Groenteman....................................... 37,337 *
Arch K. Jacobson.......................................... 51,960(c)(i) *
Thomas W. Lattin.......................................... 269,377(j) *
James C. Leslie........................................... 3,939 *
Russ Lyon, Jr............................................. 270,068(k) *
Leslie Ng................................................. 130,380(l) *
Paul Novak................................................ 80,618(m) *
Paul A. Nussbaum.......................................... 1,108,826(n) *
Rex E. Stewart............................................ 210,840(o) *
Philip J. Ward............................................ 985 *
Sherwood M. Weiser........................................ 282,450(g)(p) *

Executive officers and directors as a group (27 persons).. 22,610,100 19.42%

CFHS, L.L.C./Crow Family, Inc............................. 11,074,443(q) 5.58%
2001 Ross Avenue 4,768,874(r) 98.1%
Dallas, Texas 75201
</TABLE>

27
<PAGE>
- ------------------------
* Less than 1%.

(a) Assumes that all OP Units held by each person are redeemed for a share of
Paired Common Stock. The total number of shares outstanding in calculating
the percentage assumes that none of the OP Units held by other persons are
redeemed for shares of Paired Common Stock. Also assumes that all vested and
unvested options to purchase shares of Paired Common Stock are exercised.
The total number of shares outstanding used in calculating the percentage
assumes that no other vested or unvested options held by other persons are
exercised. Also assumes that all Patriot Preferred Stock is converted for
shares of Paired Common Stock.

(b) Includes options to purchase 280,000 shares of Paired Common Stock issued to
Mr. Alibhai, of which 70,000 are currently exercisable. The number of shares
beneficially held by Mr. Alibhai includes an aggregate of 421,161 OP units
beneficially owned by Gencom Interests, Inc., a family corporation for which
he serves as Vice President and of which he owns 30% of the outstanding
capital stock. Mr. Alibhai disclaims beneficial ownership of these OP units,
except to the extent of his 30% ownership interest in such corporation.

(c) Includes options to purchase: (i) 15,000 shares of Paired Common Stock
issued to each non-employee director in 1995, (ii) 5,000 shares issued to
each non-employee director in 1996 and (ii) 10,000 shares of Paired Common
Stock issued to each non-employee director in 1997, all of which are
currently exercisable.

(d) Includes options to purchase 251,076 shares of Paired Common Stock issued to
Mr. Carreker, all of which are currently exercisable.

(e) The number of shares beneficially held by Mr. Crow include an aggregate of
6,427,217 shares of Paired Common Stock held by various family limited
partnerships, in which Mr. Crow controls the general partner and various
family corporations and trust in which Mr. Crow exercises control over
investment decisions. Mr. Crow disclaims beneficial ownership of such shares
of Paired Common Stock. The number of shares also includes 4,860,876 shares
of Patriot Preferred Stock held by the same family limited partnerships,
corporations and trusts. Mr. Crow disclaims beneficial ownership of such
Patriot Preferred Stock. Certain of such shares of Paired Common Stock and
Patriot Preferred Stock are also reported being held by CFHS LLC and Crow
Family, Inc.

(f) Shares of Patriot Preferred Stock. Mr. Crow disclaims beneficial ownership
of such Patriot Preferred Stock to the extent such stock exceeds his
pecuniary interest in the limited partnerships that directly hold the stock.
Certain of such shares are also reported as held by CFHS LLC and Crow
Family, Inc.

(g) Includes options to purchase 10,000 shares of Paired Common Stock issued to
each non-employee director in 1997 all of which are currently exercisable.

(h) Includes options to purchase 560,009 shares of Paired Common Stock issued to
Mr. Evans, of which 140,002 are currently exercisable.

(i) Mr. Jacobson was issued options to purchase 20,000 shares of Paired Common
Stock in 1997 for his service on the Board of Directors of both Patriot and
Wyndham.

(j) Includes options to purchase 254,004 shares of Paired Common Stock issued to
Mr. Lattin, of which 123,623 are currently exercisable.

(k) Includes options to purchase 170,000 shares of Paired Common Stock. Mr.
Lyons disclaims beneficial ownership of 50,599 OP units held by Lyons RLP
Investment Partnership to the extent such OP units exceed his pecuniary
interest in the partnership.

(l) Includes options to purchase 155,002 shares of Paired Common Stock issued to
Mr. Ng, of which 71,040 are currently exercisable.

(m) Includes options to purchase 100,002 shares of Paired Common Stock issued to
Mr. Novak, of which 14,286 are currently exercisable.

(n) Includes options to purchase 3,250,052 shares of Paired Common Stock issued
to Mr. Nussbaum, of which 428,389 are currently exercisable.

(o) Includes options to purchase 210,003 shares of Paired Common Stock issued to
Mr. Stewart, of which 108,658 are currently exercisable.

(p) Includes an aggregate of 302,594 Paired OP Units held by River House
Associates, W-L Tampa, Ltd. and CHC International, Inc. Mr. Weiser disclaims
beneficial ownership of such units to the extent that they exceed his
pecuniary interest in such entities.

(q) Includes 6,305,569 shares of Paired Common Stock and 4,768,874 shares of
Patriot Preferred Stock held by various limited partnerships in which CFHS
LLC serves as the general partner. All of such shares are also reported in
Mr. Crow's beneficial holdings. Beneficial ownership information is based on
the Schedule 13D filed by G-3 Securities, L.P., CFHS, LLC and Crow Family,
Inc. on January 8, 1998.

(r) Shares of Patriot Preferred Stock. All of such shares are also reported in
Mr. Crow's beneficial holdings above.

28
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Companies' officers,
Directors and persons who beneficially own more than ten percent of the Paired
Common Stock to file reports of securities ownership and changes in such
ownership with the SEC. Officers, directors and greater than ten percent
beneficial owners also are required by rules promulgated by the SEC to furnish
the Companies with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the
Companies, or written representations that no Form 5 filings were required,
Patriot and Wyndham believe that during 1997 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with except that: (i) Messrs. Daniels and
Nussbaum inadvertently failed to file a Form 4 with the SEC with respect to
certain Paired OP Units they acquired directly and indirectly in connection with
a sale of real estate interests to Patriot on a timely basis; (ii) Messrs.
Boxer, Deterding and Lyons and Dr. Einspruch inadvertently failed to report one
grant of phantom stock units on each of their respective Form 5s on a timely
basis with the SEC for payment of participating in an Audit Committee meeting;
(iii) Mr. Weiser inadvertently failed to file a Form 3 with the SEC on a timely
basis when he became a reporting person; (iv) Mr. Lyon inadvertently failed to
report his holdings in the Companies on his Form 3 with the SEC on a timely
basis; (v) Mr. Alibhai inadvertently failed to report certain indirectly held
Paired OP Units on his Form 3 with the SEC on a timely basis; and (vi) Mr.
Nussbaum inadvertently failed to file a Form 5 on a timely basis with the SEC to
report certain charitable gifts of Paired OP Units.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SUBLEASE AND SERVICES AGREEMENT

Patriot entered into a sublease and services agreement with an affiliate.
The agreement terminated in 1997. Such affiliate provided Patriot with office
space and limited support personnel for Patriot's headquarters for an annual fee
of approximately $115,113.

TITLE INSURANCE

Unity Title Company, a corporation wholly-owned by Mr. Nussbaum and members
of his family, receives a portion of the title insurance premiums paid in
connection with substantially all of the hotel acquisitions by the Companies. In
many cases, these premiums are paid by the seller of the hotel, and in other
cases are paid by the Companies. In 1997, Unity Title Company received
approximately $435,000 in title premiums related to hotel acquisitions by the
Companies.

WYNDHAM MERGER

In connection with the Wyndham Merger, Patriot entered into an Omnibus
Purchase and Sale Agreement, as well as 11 individual purchase and sale
agreements, with various descendants of Mr. and Mrs. Trammell Crow, and various
corporations, partnerships, trusts and other entities beneficially owned or
controlled by such persons (collectively, the "Crow Family Members"), Mr.
Carreker, Mr. Bentley, Mr. Koonce and Ms. Raymond, for the acquisition of 11
hotels. Messrs. Carreker, Bentley, Koonce and Ms. Raymond are referred to herein
collectively as the "Wyndham Senior Executives." In connection with the Wyndham
Merger, the Crow Family Members received $52,227,598, 6,427,217 shares of Paired
Common Stock, and 4,860,876 shares of Patriot Preferred Stock. Mr. Carreker
received $7,661,087 and 1,638,988 shares of Paired Common Stock, Mr. Bentley
received $2,189,652 and 468,423 shares of Paired

29
<PAGE>
Common Stock, Mr. Koonce received $2,166,908 and 463,580 shares of Paired Common
Stock, Ms. Raymond received $2,123,064 and 454,202 shares of Paired Common Stock
and Ms. Groenteman received $174,530 and 37,337 shares of Paired Common Stock.
Additionally, after payment of outstanding indebtedness and other transactional
expenses, the entities had available for distribution approximately $64,731,000
for the Crow Family Members, approximately $1,527,000 for Mr. Carreker,
approximately $462,000 for each of Mr. Bentley and Mr. Koonce and approximately
$108,000 for Ms. Raymond. Also, in connection with the Wyndham Merger, stock
options granted to Messrs. Carreker, Bentley and Koonce, Ms. Raymond and Ms.
Moreland became immediately exercisable in accordance with their terms.

MORTGAGE NOTES AND OTHER RECEIVABLES FROM UNCONSOLIDATED SUBSIDIARIES

Patriot loaned $40,500,000 in the form of mortgage notes to PAH Ravinia, a
corporation owned directly and indirectly by Messrs. Nussbaum, Lattin and
Stewart, as part of the financing for PAH Ravinia's acquisitions of the Crowne
Plaza Ravinia Hotel. Patriot recognized $43,000,000 of interest income in 1997
related to such mortgage notes (excluding $4,280,000 of such interest eliminated
for financial reporting purposes in 1997). Patriot had aggregate receivables
(including mortgage notes) of $41,587,000 due from PAH Ravinia as of December
31, 1997.

Patriot also loaned $31,400,000 in the form of a mortgage note to PAH
Windwatch, a limited liability company owned directly and indirectly by Messrs.
Nussbaum, Lattin and Stewart, as part of the financing for PAH Windwatch's
acquisition of the Wyndham WindWatch Hotel. Patriot recognized $28,000 of
interest income in 1997 related to such mortgage notes (excluding $2,810,000 of
such interest eliminated for financial reporting purposes). Patriot had
aggregate receivables (including the mortgage notes) of $34,060,000 due from PAH
Windwatch as of December 31, 1997.

GAH ACQUISITION

In September and October 1997, in connection with certain transactions with
affiliates of Gencom and CHCI to acquire ten hotels, eight leasehold interests
and an investment interest in GAH, Mr. Alibhai received $3,577,178, 2,458,208
paired OP Units and 476,682 preferred OP Units, Mr. Weiser received 6,443 paired
OP Units, Mr. Nussbaum received 50,662 paired OP Units and Mr. Daniels received
27,789 paired OP Units as consideration for their ownership interests in such
assets acquired.

OTHER RELATED PARTY TRANSACTIONS

During 1997, Wyndham received hotel management fees in the aggregate amount
of $7,573,191 from the partnerships owning Wyndham hotels ("Hotel Partnerships")
listed below, in which Crow Family Members have an interest. Some or all of the
Wyndham Senior Executive Officers have an ownership interest in such Hotel
Partnerships.

During 1997, Wyndham received payments in the aggregate amount of $3,131,837
from the Hotel Partnerships listed below, in which Crow Family Members have an
interest. Some or all of the Wyndham Senior Executive Officers have an ownership
interest in such Hotel Partnerships. The payments were

30
<PAGE>
received as reimbursements for certain administrative, tax, legal, accounting,
finance, risk management, sales and marketing services provided by Wyndham to
such entities.

<TABLE>
<CAPTION>
HOTEL PARTNERSHIP HOTEL
- --------------------------------------------------------------------------- ------------------------------------
<S> <C>
Anatole Hotel Investors, L.P. ............................................. Wyndham Anatole
Bristol Hotel Associates, Ltd. ............................................ Wyndham Bristol
Playhouse Square Hotel Limited Partnership................................. Wyndham Playhouse Square
MTD Associates............................................................. Wyndham Milwaukee Center
Hotel and Convention Center Partners I-XI, Ltd. ........................... Wyndham Palm Springs
Amgreen-Heritage Hotel Partnership, Ltd. .................................. Wyndham Garden Hotel-Orange
Waterfront-Hotel Associates, S.E. ......................................... Wyndham Old San Juan
</TABLE>

During 1996, the Wyndham Senior Executive Officers incurred indebtedness to
Wyndham Finance Limited Partnership ("WFLP"), a partnership owned by the Crow
Family Members. In addition, Wyndham Employees Ltd. ("WEL"), in which certain
Wyndham Senior Executive Officers have an interest incurred indebtedness to
WFLP. Notes representing such loans were purchased by Wyndham in May of 1996 in
connection with its formation for a cash payment to WFLP in the amount of
$18,576,000, which is equivalent to the aggregate outstanding principal and
accrued interest severally owing by the Wyndham Senior Executive Officers and
WEL to WFLP. Such promissory notes, which are made payable to Wyndham, accrue
interest at 6% per annum and are fully secured by the pledge of shares of Paired
Common Stock held by the note obligors. The outstanding principal and accrued
interest (compounded quarterly) is payable in a single lump sum in May 2001. The
aggregate principal amounts of such loans, including interest are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
<S> <C>
James D. Carreker................................................ $ 5,443,000
Leslie V. Bentley................................................ $ 2,003,000
Anne L. Raymond.................................................. $ 4,903,000
Stanley M. Koonce, Jr............................................ $ 2,041,000
WEL.............................................................. $ --
</TABLE>

During 1997, Wyndham made payments in the aggregate amount of $946,000 as
lease payments for its prior corporate office space to Tower 2001 Limited
Partnership and IM Joint Venture, entities in which Crow Family Members have an
ownership interest. Wyndham's lease on its corporate office space expired in May
1997 and Wyndham's corporate offices were relocated to another building leased
from an entity affiliated with the Crow Family Members.

During 1997, Wyndham made payments in the aggregate amount of $2,452,000 to
Wyndham Travel Management Ltd. an entity owned by Lucy Billingsley (the daughter
of Mr. Crow), for travel services provided to Wyndham.

During 1997, Wyndham received payments in the aggregate amount of $13,532
from Crow-Los Patios Limited, a senior assisted living facility in which certain
Crow Family Members have an ownership interest. The payments were received as
management fees.

During 1997, Wyndham made payments in the aggregate amount of $304,000 to
GHMB, Inc. an entity owned by Mr. Bentley for the operation of liquor
concessions at the Wyndham Garden Hotel.

31
<PAGE>
During 1997, Wyndham received payments in the aggregate amount of $545,000
from Waterfront Hotel Associates, S.E., a Hotel Partnership in which Crow Family
Members and some or all of the Wyndham Senior Executive Officers have an
interest. The payments were received as construction and renovation fees for the
Wyndham San Juan Hotel.

Wyndham is a guarantor of the obligations of Playhouse Square Hotel Limited
Partnership (the owners of which include Crow Family Members and the Wyndham
Senior Executive Officers, except for Ms. Raymond) to fund operating deficits
relating to such Hotel Partnership. The guarantee requires the guarantors
(including Wyndham) to advance up to $600,000 per year to the extent the Hotel
Partnership experiences operating deficits, with maximum required advances of
$2.3 million over the term of the guarantee extending from 1995 to 2000.
Playhouse Square Hotel Limited Partnership has caused to be deposited the sum of
$1,000,000 as a reserve to secure the payment of the guaranteed obligations and
to fund operating deficits. Wyndham has not to date been required to make any
advance under the guarantee.

Pursuant to the terms of its management agreement relating to the Wyndham
Hotel at Los Angeles Airport (the "LAX"), Wyndham agreed to loan $4,560,000 to
be applied to costs of refurbishment of the LAX. The refurbishment loan is
evidenced by a promissory note (the "Note Receivable"), which has been partially
funded in the amount of $4,237,000 as of December 31, 1997. Wyndham's obligation
to make the remaining advances under the refurbishment loan is secured by a
letter of credit, which, in turn, is collateralized by $400,000 as of December
31, 1997 in cash. Prior to the formation of Wyndham, WHC LAX Associates, L.P.
("WHC LAX"), a limited partnership owned by Crow Family Members and the Wyndham
Senior Executive Officers, paid Wyndham $4,560,000 in return for Wyndham's
agreement to pay to WHC LAX all payments that Wyndham receives under the Note
Receivable. Wyndham also agreed that, insofar as the WHC LAX's $4,560,000
payment to Wyndham exceeds advances that Wyndham is obligated to make, but has
not yet made, under the Note Receivable, it would pay to WHC LAX interest at a
variable rate that has ranged from 5.25% to 5.81% per annum on the unfunded
amounts. As of December 31, 1997, Wyndham has accrued such interest in the
amount of $49,000.

In 1996, Wyndham entered into a five year service agreement with ISIS 2000,
an entity owned by Crow Family Members and the Wyndham Senior Executive
Officers, whereby ISIS 2000 will provide centralized reservations and property
management services to all Wyndham brand hotels. The services will be provided
for a fee comprised of an initial link-up charge plus a per reservation fee and
a per hotel charge for the property management system. The service fee incurred
by Wyndham totaled $2,522,000 in 1997. Wyndham has entered into an asset
management agreement with ISIS 2000 providing for human resource, finance,
accounting, payroll, legal and tax services. In addition, Wyndham had guaranteed
operating leases on behalf of ISIS 2000 in the approximate amount of $1,853,000
million as of December 31, 1997. In connection with the Wyndham Merger, each of
the owners of ISIS 2000 granted options (collectively, the "ISIS Options") to
Patriot to purchase their ownership interests in ISIS 2000. The exercise price
of the ISIS Options is equal to an amount that would yield an internal rate of
return equal to 12.5% on total capital contributions by the owners of ISIS 2000
as of the date of exercise.

In 1997, Wyndham entered into a construction loan agreement with the Wyndham
Anatole Hotel (the "Anatole Hotel"), in which Crow Family Members have an
ownership interest. Under the agreement, Wyndham made a loan in the amount of
$10,000,000 for the construction costs of the hotel.

In 1997, Wyndham made payments to Trammell Crow Company in the amount of
$294,000 for contract labor (including related costs) provided to Wyndham for
management information services.

32
<PAGE>
Wyndham has made insurance premium payments to Wynright Insurance
("Wynright"), an entity owned by Crow Family Members and the Wyndham Senior
Executive Officers, with respect to certain insurance policies maintained for
the benefit of Wyndham and hotels owned or leased by Wyndham. Such payments
totaled $730,000 in 1997. Wyndham also will enter into an asset management
agreement with Wynright providing for human resource, finance, accounting,
payroll, legal and tax services.

In August 1997, Wyndham entered into a lease with IM Joint Venture ("IM
Venture") for approximately 120,000 square feet of office space at the InfoMart
Building located in Dallas, Texas. The lease has an initial term of ten years
with one option to renew for an additional five years. Rent under the lease is
approximately $100,000 monthly. In addition, Wyndham is required to pay its
proportionate share of utility costs, insurance costs and taxes. Certain Crow
Family Members, through IFM Partnership, currently own a 25% ownership interest
in IM Venture.

In 1996, a subsidiary of Wyndham entered into a master management agreement
with Homegate, an entity in which Crow Family Members have an interest, which
provides for Wyndham to manage up to 60 extended-stay hotel properties and to
provide Homegate with other services. Wyndham and Homegate agreed that Homegate
would pay Wyndham or an affiliate a one-time fee of $25,000 for Wyndham's
provision of design services in developing the initial prototype, certain other
fees for the provision of software and other services, and a commission of 5% of
the aggregate purchase price of all items that Homegate purchases through
Wyndham's purchasing department. Homegate also would reimburse Wyndham for up to
$100,000 for the costs incurred in developing Homegate's payroll and accounts
payable software and for developing a marketing database, which costs would be
reimbursed ratably upon the signing of the first ten management contracts. On
October 31, 1997, the management agreement with Homegate was terminated and
Wyndham received $8,000,000 in cash and a promissory note in the amount of
$4,000,000 in exchange for the termination. The promissory note was collected on
January 9, 1998.

Leonard Boxer, a director of Wyndham, is a partner in Stroock & Stroock &
Lavan, a law firm that has advised Patriot on certain matters relating to the
acquisition of certain real property. Additionally, William W. Evans III, became
a director and officer of Patriot in 1997 and prior thereto was a Managing
Director of PaineWebber, which provided investment banking services to Patriot.

OTHER MATTERS

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP has served as the Companies' independent auditors since
July 1997 and is considered by management of the Companies to be well qualified.
The Companies have been advised by that firm that neither it nor any member
thereof has any financial interest, direct or indirect, in the Companies or any
of their subsidiaries in any capacity. A representative of Ernst & Young LLP
will be present at the Annual Meetings, will be given the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.

SOLICITATION OF PROXIES

The cost of solicitation of proxies in the form enclosed herewith will be
paid by the Companies. In addition to the solicitation of proxies by mail, the
directors, officers and employees of the Companies may also solicit proxies
personally or by telephone without additional compensation for such activities.
The Companies will also request persons, firms and corporations holding shares
in their names or in the names of their nominees, which are beneficially owned
by others, to send proxy materials to and obtain proxies

33
<PAGE>
from such beneficial owners. The Companies will reimburse such holders for their
reasonable expenses. In addition, McKenzie Partners, Inc. has been engaged by
the Companies to act as proxy solicitors and will receive a fee of approximately
$7,500 plus expenses.

STOCKHOLDER PROPOSALS

For a proposal of a stockholder to be presented to the Companies' 1999
annual meetings and included in the Companies' joint proxy statements pursuant
to Rule 14a-8 of the Exchange Act ("Rule 14a-8"), the Secretaries of each of the
Companies must receive written notice thereof on or before December 21, 1998.
Such a proposal must also comply with the requirements as to form and substance
of the SEC.

For a proposal of a stockholder to be presented to the Companies' 1999
annual meeting of stockholders, other than a stockholder proposal included in
the Companies' joint proxy statement pursuant to Rule 14a-8, the Secretaries of
the Companies must receive written notice thereof on or before the date
specified in the Companies' By-laws, and the proponent or a representative of
the proponent must attend the applicable annual meeting. The Companies' By-laws
provide that any stockholder wishing to nominate a director or have a
stockholder proposal, other than a stockholder proposal included in the
Companies' proxy statement pursuant to Rule 14a-8, considered at an annual
meeting must provide written notice of such proposal and appropriate supporting
documentation, as set forth in the By-laws, to the Companies no later than 90
days prior to the anniversary of the immediately preceding annual meeting of
stockholders (the "Anniversary Date"); provided, however, that in the event that
the annual meeting is scheduled to be held more than 30 calendar days prior to
the Anniversary Date or more than 60 days after the Anniversary Date, such
nominations or proposals must be delivered to the Companies not later than the
close of business on the later of (x) the 90th day prior to the scheduled date
of such applicable annual meeting or (y) the 15th day following the day on which
the Companies first publicly announce the date of such applicable annual
meeting. Any such proposal should be mailed to: Patriot American Hospitality,
Inc., 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207, Attn: Secretary;
and/or Wyndham International, Inc. 1950 Stemmons Freeway, Suite 6001, Dallas,
Texas 75207 Attn: Secretary.

OTHER MATTERS

The respective Boards of Directors of the Companies do not know of any
matters other than those described in this Joint Proxy Statement that will be
presented for action at the Annual Meetings. If other matters are presented,
proxies will be voted in accordance with the best judgment of the proxy holders.

34
<PAGE>

PROXY PATRIOT AMERICAN HOSPITALITY, INC.
1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
Proxy for Annual Meeting of Stockholders to be held on May 28, 1998

THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Paul A. Nussbaum, William
W. Evans III and Lawrence S. Jones, and each of them, as Proxies of the
undersigned, with full power of substitution, to vote all shares of Preferred
Stock and Common Stock of Patriot American Hospitality, Inc. (the "Company")
held of record by the undersigned as of the close of business on April 3,
1998, on behalf of the undersigned at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Buena Vista Palace Resort and Spa, Walt
Disney World Village, Orlando, Florida, 9:00 a.m. local time, on Thursday,
May 28, 1998, and at any adjournments or postponements thereof.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE THREE NOMINEES OF THE BOARD OF DIRECTORS LISTED
IN PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE EACH AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. A STOCKHOLDER WISHING TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN AND
DATE THEIR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.

Please vote and sign on other side and return promptly in the enclosed envelope.

SEE REVERSE SIDE
<PAGE>
<TABLE>

<S> <C>
|
Please mark your |
A / X / votes as in this |----
example.

FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all nominees
contrary at right) listed at right

1. To elect three
Directors of the / / / / NOMINEES: Paul A. Nussbaum 2. To consider and act upon any other
Company to Harlan R. Crow matters that may be properly brought
serve until the John C. Deterding before the Annual Meeting and at any
2001 Annual Meeting of Stockholders adjournments or postponements thereof.
and until their respective successors
are duly elected and qualified. THE UNDERSIGNED HEREBY ACKNOWLEDGE(S)
RECEIPT OF A COPY OF THE ACCOMPANYING
(INSTRUCTION: To withhold authority to vote for NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
any individual nominee, put a line through that AND THE JOINT PROXY STATEMENT WITH
nominee's name.) RESPECT THERETO AND HEREBY REVOKE(S)
ANY PROXY OR PROXIES HERETOFORE GIVEN.
THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS EXERCISED.

PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN THE PROXY CARD.

SIGNATURES______________________________ Dated:_______________ SIGNATURES______________________________ Dated:_______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
</TABLE>
<PAGE>

PROXY WYNDHAM INTERNATIONAL, INC.
1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
Proxy for Annual Meeting of Stockholders to be held on May 28, 1998

THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints James D. Carreker, Karim
Alibhai and Lawrence S. Jones, and each of them, as Proxies of the
undersigned, with full power of substitution, to vote all shares of Common
Stock of Wyndham International, Inc. (the "Company") held of record by the
undersigned as of the close of business on April 3, 1998, on behalf of the
undersigned at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held at the Buena Vista Palace Resort and Spa, Walt Disney World Village,
Orlando, Florida, 9:30 a.m. local time, on Thursday, May 28, 1998, and at any
adjournments or postponements thereof.

Please vote and sign on other side and return promptly in the enclosed envelope.

SEE REVERSE SIDE
<PAGE>
<TABLE>

<S> <C>
|
Please mark your |
A / X / votes as in this |----
example.

FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all nominees
contrary at right) listed at right

1. To elect three
Directors of the / / / / NOMINEES: James D. Carreker 2. To consider and act upon any other
Company to Russ Lyon, Jr. matters that may be properly brought
serve until the Sherwood M. Weiser before the Annual Meeting and at any
2001 Annual Meeting of Stockholders adjournments or postponements thereof.
and until their respective successors
are duly elected and qualified. THE UNDERSIGNED HEREBY ACKNOWLEDGE(S)
RECEIPT OF A COPY OF THE ACCOMPANYING
(INSTRUCTION: To withhold authority to vote for NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
any individual nominee, put a line through that AND THE JOINT PROXY STATEMENT WITH
nominee's name.) RESPECT THERETO AND HEREBY REVOKE(S)
ANY PROXY OR PROXIES HERETOFORE GIVEN.
THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS EXERCISED.

PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN THE PROXY CARD.