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                        AMENDMENT TO EMPLOYMENT AGREEMENT



                                                                  August 2, 1999



Mr. Henry R. Silverman
Cendant Corporation
9 West 57th Street, 37th Floor
New York, New York  10019

Dear Mr. Silverman:

                  Reference is hereby made to that certain employment
agreement, dated as of June 30, 1996, as amended to date, by and between Cendant
Corporation (formerly HFS Incorporated) (the "Company") and you (the
"Agreement"). Capitalized terms used in this letter shall have the meanings
assigned to them in the Agreement unless otherwise defined herein. For good and
valid consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and you therefore agree that the Agreement is hereby
amended as follows, effective as of August 2, 1999.

                  1. A new Section 4(h) is hereby added to the Agreement, to
read as follows:

                  "(h) Life Insurance Benefits. The Company shall acquire, and
         throughout the period ending August 31, 2009 (or, if earlier, the date
         of Executive's death) shall cause to remain in effect (notwithstanding
         the previous termination or expiration of this Agreement), one or more
         term life insurance policies on the life of the Executive in the
         aggregate face amount of $100 million. Payment of all premiums under
         such policies shall be the sole responsibility of the Company.
         Executive shall have the right to designate the beneficiary or
         beneficiaries under such policies."


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Mr. Henry R. Silverman
August 2, 1999
Page 2



                  2. A new Section 6(a)(v) is hereby added to the Agreement, to
read as follows:

                  "(v) Certain Lifetime Benefits and Obligations. If the
         Executive's employment is terminated by the Company, other than as set
         forth in paragraphs (i) or (iii) of this Section 6(a), or if the
         Executive voluntarily resigns his employment under this Agreement in
         connection with a breach of this Agreement by the Company or at the
         expiration of the term of this Agreement, then (1) the Company shall
         provide to the Executive, for the remainder of his life on a basis no
         less favorable than was provided to him during his employment, the
         facilities, services and other perquisites provided to Executive by the
         Company (including, but not limited to, office and clerical support,
         executive transportation services (including use of the corporate owned
         or leased aircraft or charter equivalent thereof on identical terms as
         those in effect during Executive's employment by the Company),
         security services, continued access to other general facilities and
         services and reimbursement for any properly documented business
         expenses incurred on behalf of the Company), and (2) for the remainder
         of his life, the Executive shall keep himself reasonably available to
         render such advice and perform such consulting services on behalf of
         the Company as may be reasonably requested by the chief executive
         officer of the Company (provided that the Executive shall not be
         required to render such advice or perform such services on more than
         thirty (30) days in any calendar year), in consideration for which the
         Executive shall receive monthly payments from the Company in the amount
         of

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Mr. Henry R. Silverman
August 2, 1999
Page 3



         $30,000 (which amount shall be adjusted annually to reflect the
         increase in the Consumer Price Index for the preceding calendar year)."

         This letter is intended to constitute an amendment to the Agreement
and, as amended hereby, the Agreement shall remain in full force and effect. In
order to evidence your agreement with the provisions of this letter, please sign
and return the enclosed copy of this letter, which shall constitute a binding
agreement between us.


                                    CENDANT CORPORATION


                                    By:______________________
                                       Name:
                                       Title:



Accepted and Agreed to as
of the date first above
written:


-------------------------
Henry R. Silverman