EXHIBIT 4.1



 






Exhibit 4.1







	COMMON STOCK
TEMPORARY CERTIFICATE—EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY
COMMON STOCK
S H A R E S
CUSIP 693320 20 2
SEE REVERSE FOR CERTAIN
DEFINITIONS AND/OR
RESTRICTIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFICATE IS
TRANSFERABLE IN RIDGEFIELD
PARK, NJ AND NEW YORK, NY
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
PHH Corporation transferable on the books of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held subject to all of the provisions of the
Charter and By-laws of the Corporation and all amendments thereto.
This certificate is not valid until countersigned and registered by the Transfer Agent and
Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT AND REGISTRAR BY:
AUTHORIZED SIGNATURE
SECRETARY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
. product PROOF
ink. printing
ANOTHER print in
SC-7 Dark Blue.
Intaglio the dyes and
931-490-1714
AND SEND between
PETERS
Ron/Teresa
CHANGES 17,
2005 difference
JANUARY FC of
the color as it
will appear on
the final MIKE
18266 3 MAKE
representation
COORDINATOR: REV.
prints in PMS 285.
OF TSB Undertint
PROOF PHH CORPORATION Operator: CHANGES
PRODUCTION It is a
good from the proof
due to the
OK WITH different
slightly AS IS color
laser printer.
OK quality, COMPANY
0339X16 PROOF:
graphics may appear
to tif. format.
Prints in PMS 285 and
black. product
converted
38401 LANE
TENNESSEE on a
printed NOTE 212-269-
artwork ARMSTRONG
FOR THIS
SELECTION image,
BANK TOGLIA
COLUMBIA, (931)
388-3003 and the
final AMERICAN L.
rendition, 711 19 /
LIVE JOBS / P / PHH
18266 FC APPROPRIATE
SALES: ETHER Logo
is a 300 dpi from
a digital file or /
printed
Printing:
THE INITIAL
for
Selected proof was
COLOR:This PLEASE it
is not an exact color
However,
Colors






 










 





PHH CORPORATION



The Corporation will furnish to any stockholder, on request and without charge, a full statement of
the information required by Section 2-211(b) of the Corporations and Associations Article of the
Annotated Code of Maryland with respect to the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption of the stock of each class which the
Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or
special class in series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of Directors to set
such rights and preferences of subsequent series.




     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or regulations.





	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	TEN ENT

	 	-
	 	as tenants by the entireties
	JT TEN

	 	-
	 	as joint tenants with right of
survivorship and not as tenants in common









	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT -

	 	 	 	Custodian	 	 
	

	 	                              
	 	 	 	                              
	

	 	(Cust)
	 	 	 	(Minor)
	 	 	 
	

	 	under Uniform Gifts to Minors Act
	 	 	 
	 	 	 	                              

(State)











Additional abbreviations may also be used though not in the above list.




For value received,                     hereby sell, assign and transfer unto






PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE









      



      










      








	 	 	 
	             
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
           
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	             
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
           
	 
	             
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
           






	 	 	 
	             
                  
                  
                  
                  
                  
                  
                  
           

	 	shares






of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint




	 	 	 
	             
                  
                  
                  
                  
                  
                  
                  
           

	 	Attorney






to transfer the said stock on the books of
the within named Corporation with full power of substitution in the premises.




	 	 	 	 	 
	Dated

	 	 	 	 
	

	 	             
                  
                  
	 	 






	 	 	 	 	 
	

	 	 	 	             
                  
                  
                  
               
               
               
               
	 

	 	NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.






Signature(s) Guaranteed:



	 	 	 
	             
                  
                  
                  
               
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

	 	 
	 
	 	 












	 	 	 	 	 
	AMERICAN BANK NOTE COMPANY
	711 ARMSTRONG LANE
	COLUMBIA, TENNESSEE 38401
	(931) 388-3003
	 
	SALES:
	 	L. TOGLIA
	 	212-269-0339X16
	 
	 / ETHER 19 / LIVE JOBS / P / PHH 18266 BK
















	 	 	 	 	 
	PRODUCTION COORDINATOR: MIKE PETERS
	931-490-1714 PROOF OF JANUARY 12, 2005
	PHH CORPORATION
	TSB 18266 Back_patch
	 
	Operator:
	 	 	 	Ron/Teresa
	 
	
	 	REV. 2	 	 












PLEASE INITIAL THE
APPROPRIATE SELECTION FOR THIS PROOF:       
OK AS IS       OK WITH CHANGES       MAKE CHANGES AND
SEND ANOTHER
                
                
                
                
                
                
                
              PROOF



This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement
between PHH Corporation (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of January 28, 2005, as
the same may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement,
as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.