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                                                                     EXHIBIT 4.3






                      RESALE REGISTRATION RIGHTS AGREEMENT

                                     between

                               CENDANT CORPORATION

                                       and

                              GOLDMAN, SACHS & CO.







                             DATED AS OF MAY 4, 2001


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            RESALE REGISTRATION RIGHTS AGREEMENT, dated as of May 4, 2001,
between Cendant Corporation, a Delaware corporation (together with any successor
entity, herein referred to as the "Issuer"), and Goldman, Sachs & Co. (the
"Initial Purchaser").

            Pursuant to the Purchase Agreement, dated April 30, 2001, between
the Issuer and the Initial Purchaser (the "Purchase Agreement"), the Initial
Purchaser has agreed to purchase from the Issuer $800,000,000 ($1,000,000,000 if
the Initial Purchaser exercises the over-allotment option in full) in aggregate
principal amount of Zero-Coupon Convertible Debentures Due May 4, 2021 (the
"Debentures"). The Debentures will be convertible into fully paid, nonassessable
shares of CD common stock, par value $.01 per share, of the Issuer (the "Common
Stock") on the terms, and subject to the conditions, set forth in the Indenture
(as defined herein). To induce the Initial Purchaser to purchase the Debentures,
the Issuer has agreed to provide the registration rights set forth in this
Agreement pursuant to Section 3(l) of the Purchase Agreement.

            The parties hereby agree as follows:

            1. DEFINITIONS. As used in this Agreement, the following capitalized
terms shall have the following meanings:

            ACCRETED CONVERSION PRICE: As of any day, the Accreted Value of the
      Debenture divided by the number of shares of Common Stock issuable upon
      conversion of such Debenture on that day.

            ACCRETED VALUE: As of any date, the sum of the issue price of the
      Debentures and the accrued and unpaid interest as of such date (excluding
      any accrued and unpaid interest payable as cash interest).

            AGREEMENT: This Resale Registration Rights Agreement.

            BLUE SKY APPLICATION: As defined in Section 6(a) hereof.

            BROKER-DEALER: Any broker or dealer registered under the Exchange
      Act.

            BUSINESS DAY: A day other than a Saturday or Sunday or any day on
      which banking institutions in the city of New York are authorized or
      obligated by law or executive order to close.

            CLOSING DATE: The date of this Agreement.

            COMMISSION: Securities and Exchange Commission.

            COMMON STOCK: As defined in the preamble hereto.

            DAMAGES PAYMENT DATE: Each May 4 and November 4.

            DEBENTURES: As defined in the preamble hereto.

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            EFFECTIVENESS PERIOD: As defined in Section 2(a)(iii) hereof.

            EFFECTIVENESS TARGET DATE: As defined in Section 2(a)(ii) hereof.

            EXCHANGE ACT: Securities Exchange Act of 1934, as amended.

            HOLDER: A Person who owns, beneficially or otherwise, Transfer
      Restricted Securities.

            HOLDER QUESTIONNAIRE: As defined in Section 2(b) hereof.

            INDEMNIFIED HOLDER: As defined in Section 6(a) hereof.

            INDENTURE: The Indenture, dated as of May 4, 2001, between the
      Issuer and The Bank of New York, as trustee (the "Trustee"), pursuant to
      which the Debentures are to be issued, as such Indenture is amended,
      modified or supplemented from time to time in accordance with the terms
      thereof.

            INITIAL PURCHASER: As defined in the preamble hereto.

            ISSUER: As defined in the preamble hereto.

            LIQUIDATED DAMAGES: As defined in Section 3(a) hereof.

            MAJORITY OF HOLDERS: Holders holding over 50% of the aggregate
      principal amount of Debentures outstanding; PROVIDED that, for purposes of
      this definition, a holder of shares of Common Stock which constitute
      Transfer Restricted Securities and issued upon conversion of the
      Debentures shall be deemed to hold an aggregate principal amount of
      Debentures (in addition to the principal amount of Debentures held by such
      holder) equal to the quotient of (x) the number of such shares of Common
      Stock held by such holder and (y) the conversion rate then in effect as
      determined in accordance with the Indenture.

            NASD: National Association of Securities Dealers, Inc.

            PERSON: An individual, partnership, corporation, unincorporated
      organization, trust, joint venture or a government or agency or political
      subdivision thereof.

            PURCHASE AGREEMENT: As defined in the preamble hereto.

            PROSPECTUS: The prospectus included in a Shelf Registration
      Statement, as amended or supplemented by any prospectus supplement and by
      all other amendments thereto, including post-effective amendments, and all
      material incorporated by reference into such Prospectus.

            QUESTIONNAIRE DEADLINE: As defined in Section 2(b) hereof.

            RECORD HOLDER: With respect to any Damages Payment Date, each Person
      who is a Holder on the 15th day preceding the relevant Damages Payment
      Date.

            REGISTRATION DEFAULT: As defined in Section 3(a) hereof.

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                                                                               3

            SALE NOTICE: As defined in Section 4(d) hereof.

            SECURITIES ACT: Securities Act of 1933, as amended.

            SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.

            SHELF REGISTRATION STATEMENT: As defined in Section 2(a)(i) hereof.

            SUSPENSION NOTICE: As defined in Section 4(c) hereof.

            SUSPENSION PERIOD: As defined in Section 4(b)(i) hereof.

            TIA: Trust Indenture Act of 1939, as in effect on the date the
      Indenture is qualified under the TIA.

            TRANSFER RESTRICTED SECURITIES: Each Debenture and each share of
      Common Stock issued upon conversion of Debentures until the earlier of:

                  (i) the date on which such Debenture or such share of Common
            Stock issued upon conversion has been effectively registered under
            the Securities Act and disposed of in accordance with the Shelf
            Registration Statement;

                  (ii) the date on which such Debenture or such share of Common
            Stock issued upon conversion is transferred in compliance with Rule
            144 under the Securities Act or may be sold or transferred by a
            person who is not an affiliate of the Issuer pursuant to Rule 144
            under the Securities Act (or any other similar provision then in
            force) without any volume or manner of sale restrictions thereunder;
            or

                  (iii) the date on which such Debenture or such share of Common
            Stock issued upon conversion ceases to be outstanding (whether as a
            result of redemption, repurchase and cancellation, conversion or
            otherwise).

            UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
      in which securities of the Issuer are sold to an underwriter for
      reoffering to the public.

            2.    SHELF REGISTRATION.

            (a)   The Issuer shall:

                  (i) not later than 90 days after the date hereof (the "Shelf
            Filing Deadline"), cause to be filed a registration statement
            pursuant to Rule 415 under the Securities Act (the "Shelf
            Registration Statement"), which Shelf Registration Statement shall
            provide for resales of all Transfer Restricted Securities held by
            Holders that have provided the information required pursuant to the
            terms of Section 2(b) hereof;

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                                                                               4

                  (ii) use its reasonable best efforts to cause the Shelf
            Registration Statement to be declared effective by the Commission
            not later than 180 days after the date hereof (the "Effectiveness
            Target Date"); and

                  (iii) use its reasonable best efforts to keep the Shelf
            Registration Statement continuously effective, supplemented and
            amended as required by the provisions of Section 4(b) hereof to the
            extent necessary to ensure that (A) it is available for resales by
            the Holders of Transfer Restricted Securities entitled to the
            benefit of this Agreement and (B) conforms with the requirements of
            this Agreement and the Securities Act and the rules and regulations
            of the Commission promulgated thereunder as announced from time to
            time for a period (the "Effectiveness Period") of:

                        (1) two years following the last date of original
                  issuance of the Debentures; or

                        (2) such shorter period that will terminate when (x) all
                  of the Holders of Transfer Restricted Securities are able to
                  sell all such Transfer Restricted Securities immediately
                  without restriction pursuant to Rule 144(k) under the
                  Securities Act or any successor rule thereto, (y) when all
                  Transfer Restricted Securities have ceased to be outstanding
                  (whether as a result of redemption, repurchase and
                  cancellation, conversion or otherwise) or (z) all Transfer
                  Restricted Securities of Holders that complete and deliver in
                  a timely manner the Holder Questionnaire are registered under
                  the Shelf Registration Statement and have been disposed of in
                  accordance with the Shelf Registration Statement.

            (b)   No Holder of Transfer Restricted Securities may include any of
its Transfer Restricted Securities in the Shelf Registration Statement pursuant
to this Agreement unless such Holder furnishes to the Issuer in writing, prior
to or on the 20th Business Day after receipt of a request therefor (the
"Questionnaire Deadline"), such information as the Issuer may reasonably request
for use in connection with the Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein and in any application to be filed with
or under state securities laws (the form of which request is attached hereto as
Exhibit A and is referred to herein as the "Holder Questionnaire"). In
connection with all such requests for information from Holders of Transfer
Restricted Securities, the Issuer shall notify such Holders of the requirements
set forth in the preceding sentence. Holders that do not complete the Holder
Questionnaire and deliver it to the Issuer shall not be named as selling
securityholders in the Prospectus or preliminary Prospectus included in the
Shelf Registration Statement and therefore shall not be permitted to sell any
Transfer Restricted Securities pursuant to the Shelf Registration Statement. No
Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages
pursuant to Section 3 hereof unless such Holder shall have provided all such
reasonably requested information prior to or on the Questionnaire Deadline. Each
Holder as to which the Shelf Registration Statement is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in order
to make information previously furnished to the

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                                                                               5


Issuer by such Holder not materially misleading. Each Holder who intends to be
named as a selling Holder in the Shelf Registration Statement shall promptly
furnish to the Issuer in writing such other information as the Issuer may from
time to time reasonably request in writing.

            3.    LIQUIDATED DAMAGES.

            (a)   If:

                  (i) the Shelf Registration Statement has not been filed with
            the Commission prior to or on the Shelf Filing Deadline;

                  (ii) the Shelf Registration Statement has not been declared
            effective by the Commission prior to or on the Effectiveness Target
            Date;

                  (iii) except as provided in Section 4(b)(i) hereof, the Shelf
            Registration Statement is filed and declared effective but, during
            the Effectiveness Period, shall thereafter cease to be effective or
            fail to be usable for its intended purpose without being succeeded
            within five Business Days by a post-effective amendment to the Shelf
            Registration Statement or a report filed with the Commission
            pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
            that cures such failure and, in the case of a post-effective
            amendment, is itself immediately declared effective; or

                  (iv) (A) prior to or on the 45th or 75th day, as the case may
            be, of any Suspension Period, such suspension has not been
            terminated or (B) such Suspension Periods exceed an aggregate of 45
            days in any 90-day period or 90 days in any 360-day period, (each
            such event referred to in foregoing clauses (i) through (iv), a
            "Registration Default"), the Issuer hereby agrees to pay liquidated
            damages ("Liquidated Damages") with respect to the Transfer
            Restricted Securities from and including the day following the
            Registration Default to but excluding the day on which the
            Registration Default has been cured, accruing at a rate:

                  (A) in respect of the Debentures, to each holder of
            Debentures, (x) with respect to the first 90-day period during which
            a Registration Default shall have occurred and be continuing, equal
            to 0.25% per annum of the Accreted Value of the Debentures plus
            accrued and unpaid cash interest, if any, through the determination
            date, and (y) with respect to the period commencing on the 91st day
            following the day the Registration Default shall have occurred and
            be continuing, equal to 0.50% per annum of the Accreted Value of the
            Debentures plus accrued and unpaid cash interest, if any, through
            the determination date; PROVIDED that in no event shall Liquidated
            Damages accrue at a rate per year exceeding 0.50% of the Accreted
            Value of the Debentures plus accrued and unpaid cash interest, if
            any, through the determination date ; and

                  (B) in respect of any shares of Common Stock, to each holder
            of shares of Common Stock issued upon conversion of the Debentures,
            (x) with respect to the first 90-day period in which a Registration
            Default shall have occurred and be

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                                                                               6


            continuing, equal to 0.25% per annum of the Accreted Value (or the
            Accreted Conversion Price) of the converted Debentures plus accrued
            and unpaid cash interest, if any, through the determination date,
            and (y) with respect to the period commencing the 91st day following
            the day the Registration Default shall have occurred and be
            continuing, equal to 0.50% per annum of the Accreted Value (or the
            Accreted Conversion Price) of the converted Debentures plus accrued
            and unpaid cash interest, if any, through the determination date;
            PROVIDED that in no event shall Liquidated Damages accrue at a rate
            per year exceeding 0.50% of the Accreted Value (or the Accreted
            Conversion Price) of the converted Debentures plus accrued and
            unpaid cash interest, if any, through the determination date.

            (b) All accrued Liquidated Damages shall be paid semi-annually in
arrears to Record Holders by the Issuer on each Damages Payment Date by wire
transfer of immediately available funds or by federal funds check. Following the
cure of all Registration Defaults relating to any particular Debenture or share
of Common Stock, the accrual of Liquidated Damages with respect to such
Debenture or share of Common Stock will cease.

            All obligations of the Issuer set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.

            The Liquidated Damages set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
such Registration Default.

            4.    REGISTRATION PROCEDURES.

            (a)   In connection with the Shelf Registration Statement, the
Issuer shall comply with all the provisions of Section 4(b) hereof and shall use
its best efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto, shall as expeditiously as
possible prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.

            (b)   In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Issuer shall:

                  (i) Subject to any notice by the Issuer in accordance with
            this Section 4(b) of the existence of any fact or event of the kind
            described in Section 4(b)(iii)(D), use its reasonable best efforts
            to keep the Shelf Registration Statement continuously effective
            during the Effectiveness Period; upon the occurrence of any event
            that would cause the Shelf Registration Statement or the Prospectus
            contained therein (A) to contain a material misstatement or omission
            or (B) not be effective and usable for resale of Transfer Restricted
            Securities during the Effectiveness Period, the Issuer shall file
            promptly an appropriate amendment to the Shelf Registration
            Statement or a report filed with the Commission pursuant to

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            Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case
            of clause (A), correcting any such misstatement or omission, and, in
            the case of either clause (A) or (B), use its reasonable best
            efforts to cause such amendment to be declared effective and the
            Shelf Registration Statement and the related Prospectus to become
            usable for their intended purposes as soon as practicable
            thereafter. Notwithstanding the foregoing, the Issuer may suspend
            the Holder's use of the Shelf Registration Statement by written
            notice to the Holders for a period not to exceed an aggregate of 45
            days in any 90-day period (each such period, a "Suspension Period")
            if:

                        (x) an event occurs and is continuing as a result of
                  which the Shelf Registration Statement would, in the Issuer's
                  reasonable judgment, contain an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and

                        (y) the Issuer reasonably determines that the disclosure
                  of such event at such time would have a material adverse
                  effect on the business of the Issuer (and its subsidiaries, if
                  any, taken as a whole);

            PROVIDED that in the event the disclosure relates to a previously
            undisclosed proposed or pending material business transaction, the
            disclosure of which would impede the Issuer's ability to consummate
            such transaction, the Issuer may extend a Suspension Period from 45
            days to 75 days; PROVIDED, HOWEVER, that Suspension Periods shall
            not exceed an aggregate of 90 days in any 360-day period.

                  (ii) Prepare and file with the Commission such amendments and
            post-effective amendments to the Shelf Registration Statement as may
            be necessary to keep the Shelf Registration Statement effective
            during the Effectiveness Period; cause the Prospectus to be
            supplemented by any required Prospectus supplement, and as so
            supplemented to be filed pursuant to Rule 424 under the Securities
            Act, and to comply fully with the applicable provisions of Rules 424
            and 430A under the Securities Act in a timely manner; and comply
            with the provisions of the Securities Act with respect to the
            disposition of all securities covered by the Shelf Registration
            Statement during the applicable period in accordance with the
            intended method or methods of distribution by the sellers thereof
            set forth in the Shelf Registration Statement or supplement to the
            Prospectus; provided that in no event will such method(s) of
            distribution take the form of an Underwritten Offering without the
            prior agreement of the Issuer, which agreement will not be
            unreasonably withheld.

                  (iii) Advise the underwriter(s), if any, and selling Holders
            promptly (but in any event within five Business Days) and, if
            requested by such Persons, to confirm such advice in writing:


                        (A) when the Prospectus or any Prospectus supplement or
                  post-effective amendment has been filed, and, with respect to
                  the Shelf

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                                                                               8


                  Registration Statement or any post-effective amendment
                  thereto, when the same has become effective,

                        (B) of any request by the Commission for amendments to
                  the Shelf Registration Statement or amendments or supplements
                  to the Prospectus or for additional information relating
                  thereto,

                        (C) of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement under the Securities Act or of the suspension by any
                  state securities commission of the qualification of the
                  Transfer Restricted Securities for offering or sale in any
                  jurisdiction, or the initiation of any proceeding for any of
                  the preceding purposes, or

                        (D) of the existence of any fact or the happening of any
                  event, during the Effectiveness Period, that makes any
                  statement of a material fact made in the Shelf Registration
                  Statement, the Prospectus, any amendment or supplement
                  thereto, or any document incorporated by reference therein
                  untrue, or that requires the making of any additions to or
                  changes in the Shelf Registration Statement or the Prospectus
                  in order to make the statements therein not misleading.

            If at any time the Commission shall issue any stop order suspending
            the effectiveness of the Shelf Registration Statement, or any state
            securities commission or other regulatory authority shall issue an
            order suspending the qualification or exemption from qualification
            of the Transfer Restricted Securities under state securities or Blue
            Sky laws, the Issuer shall use its reasonable best efforts to obtain
            the withdrawal or lifting of such order at the earliest possible
            time and will provide to the Initial Purchaser and each Holder who
            is named in the Shelf Registration Statement prompt notice of the
            withdrawal of any such order.

                  (iv) Furnish to one counsel for the selling Holders and each
            of the underwriter(s), if any, before filing with the Commission, a
            copy of the Shelf Registration Statement and copies of any
            Prospectus included therein or any amendments or supplements to the
            Shelf Registration Statement or Prospectus (other than documents
            incorporated by reference after the initial filing of the Shelf
            Registration Statement), which documents will be subject to the
            review of such holders and underwriter(s), if any, for a period of
            at least five Business Days (in the case of the Shelf Registration
            Statement) and two Business Days (in the case of any amendment or
            supplement thereto), and the Issuer will not file the Shelf
            Registration Statement or Prospectus or any amendment or supplement
            to the Shelf Registration Statement or Prospectus (other than
            documents incorporated by reference) to which a selling Holder of
            Transfer Restricted Securities covered by the Shelf Registration
            Statement or the underwriter(s), if any, shall reasonably object
            prior to the filing thereof. A selling Holder or underwriter, if
            any, shall be deemed to have reasonably objected to such filing if
            the Shelf Registration

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                                                                               9


            Statement, amendment, Prospectus or supplement, as applicable, as
            proposed to be filed, contains a material misstatement or omission.

                  (v) Make available at reasonable times for inspection by one
            or more representatives of the selling Holders, designated in
            writing by a Majority of Holders whose Transfer Restricted
            Securities are included in the Shelf Registration Statement, any
            underwriter participating in any distribution pursuant to the Shelf
            Registration Statement, and any attorney or accountant retained by
            such selling Holders or any of the underwriter(s), all financial and
            other records, pertinent corporate documents and properties of the
            Issuer as shall be reasonably necessary to enable them to exercise
            any applicable due diligence responsibilities, and cause the
            Issuer's officers, directors, managers and employees to supply all
            information reasonably requested by any such representative or
            representatives of the selling Holders, underwriter, attorney or
            accountant in connection with the Shelf Registration Statement after
            the filing thereof and before its effectiveness, subject, upon the
            request of the Issuer, to the execution of a confidentiality
            agreement which is reasonable in the context of a registered public
            offering.

                  (vi) If requested by any selling Holders or the
            underwriter(s), if any, promptly incorporate in the Shelf
            Registration Statement or Prospectus, pursuant to a supplement or
            post-effective amendment if necessary, such information as such
            selling Holders and underwriter(s), if any, may reasonably request
            to have included therein, including, without limitation: (1)
            information relating to the "Plan of Distribution" of the Transfer
            Restricted Securities, (2) information with respect to the principal
            amount of Debentures or number of shares of Common Stock being sold
            to such underwriter(s), (3) the purchase price being paid therefor
            and (4) any other terms of the offering of the Transfer Restricted
            Securities to be sold in such offering; and make all required
            filings of such Prospectus supplement or post-effective amendment as
            soon as reasonably practicable after the Issuer is notified of the
            matters to be incorporated in such Prospectus supplement or
            post-effective amendment.

                  (vii) Furnish to each selling Holder and each of the
            underwriter(s), if any, upon their request, without charge, at least
            one copy of the Shelf Registration Statement, as first filed with
            the Commission, and of each amendment thereto (and any documents
            incorporated by reference therein or exhibits thereto (or exhibits
            incorporated in such exhibits by reference) as such Person may
            request).

                  (viii) Deliver to each selling Holder and each of the
            underwriter(s), if any, without charge, as many copies of the
            Prospectus (including each preliminary prospectus) and any amendment
            or supplement thereto as such Persons reasonably may request;
            subject to any notice by the Issuer in accordance with this Section
            4(b) of the existence of any fact or event of the kind described in
            Section 4(b)(iii) (D), the Issuer hereby consents to the use of the
            Prospectus and any amendment or supplement thereto by each of the
            selling Holders and each of the underwriter(s), if any, in
            connection with the offering and the sale of the Transfer Restricted
            Securities covered by the Prospectus or any amendment or supplement
            thereto.

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                                                                              10


                  (ix)  The Issuer shall:

                        (A) upon request, furnish to each selling Holder and
                  each underwriter, if any, in such substance and scope as they
                  may reasonably request and as are customarily made by issuers
                  to underwriters in primary underwritten offerings for selling
                  security holders, upon the date of closing of any sale of
                  Transfer Restricted Securities in an Underwritten
                  Registration:

                             (1) a certificate, dated the date of such closing,
                        signed by the Chief Financial Officer of the Issuer
                        confirming, as of the date thereof, the matters set
                        forth in Section 5(g) of the Purchase Agreement and such
                        other matters as such parties may reasonably request;

                             (2) opinions, each dated the date of such closing,
                        of counsel to the Issuer covering such of the matters as
                        are customarily covered in legal opinions to
                        underwriters in connection with underwritten offerings
                        of securities; and

                             (3) customary comfort letters, dated the date of
                        such closing, from the Issuer's independent accountants
                        (and from any other accountants whose report is
                        contained or incorporated by reference in the Shelf
                        Registration Statement) to the extent deliverable in
                        accordance with their professional standards, in the
                        customary form and covering matters of the type
                        customarily covered in comfort letters to underwriters
                        in connection with underwritten offerings of securities;

                        (B) set forth in full in the underwriting agreement, if
                  any, indemnification provisions and procedures which provide
                  rights no less protective than those set forth in Section 6
                  hereof with respect to all parties to be indemnified; and

                        (C) deliver such other documents and certificates as may
                  be reasonably requested by such parties to evidence compliance
                  with clause (A) above and with any customary conditions
                  contained in the underwriting agreement or other agreement
                  entered into by the selling Holders pursuant to this clause
                  (ix).

                  (x)   Before any public offering of Transfer Restricted
            Securities, cooperate with the selling Holders, the underwriter(s),
            if any, and their respective counsel in connection with the
            registration and qualification of the Transfer Restricted Securities
            under the securities or Blue Sky laws of such jurisdictions in the
            United States as the selling Holders or underwriter(s), if any, may
            reasonably request and do any and all other acts or things necessary
            or advisable to enable the

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                                                                              11


            disposition in such jurisdictions of the Transfer Restricted
            Securities covered by the Shelf Registration Statement; PROVIDED,
            HOWEVER, that the Issuer shall not be required (A) to register or
            qualify as a foreign corporation or a dealer of securities where it
            is not now so qualified or to take any action that would subject it
            to the service of process in any jurisdiction where it is not now so
            subject or (B) to subject themselves to taxation in any such
            jurisdiction if they are not now so subject.

                  (xi) Cooperate with the selling Holders and the
            underwriter(s), if any, to facilitate the timely preparation and
            delivery of certificates representing Transfer Restricted Securities
            to be sold and not bearing any restrictive legends (unless required
            by applicable securities laws); and enable such Transfer Restricted
            Securities to be in such denominations and registered in such names
            as the Holders or the underwriter(s), if any, may request at least
            two Business Days before any sale of Transfer Restricted Securities
            made by such underwriter(s).

                  (xii) Use its reasonable best efforts to cause the Transfer
            Restricted Securities covered by the Shelf Registration Statement to
            be registered with or approved by such other U.S. governmental
            agencies or authorities as may be necessary to enable the seller or
            sellers thereof or the underwriter(s), if any, to consummate the
            disposition of such Transfer Restricted Securities.

                  (xiii) Subject to Section 4(b)(i) hereof, if any fact or event
            contemplated by Section 4(b)(iii)(D) hereof shall exist or have
            occurred, use its reasonable best efforts to prepare a supplement or
            post-effective amendment to the Shelf Registration Statement or
            related Prospectus or any document incorporated therein by reference
            or file any other required document so that, as thereafter delivered
            to the purchasers of Transfer Restricted Securities, the Prospectus
            will not contain an untrue statement of a material fact or omit to
            state any material fact required to be stated therein or necessary
            to make the statements therein not misleading.

                  (xiv) Provide CUSIP numbers for all Transfer Restricted
            Securities not later than the effective date of the Shelf
            Registration Statement and provide the Trustee under the Indenture
            with certificates for the Debentures that are in a form eligible for
            deposit with The Depository Trust Company.

                  (xv) Cooperate and assist in any filings required to be made
            with the NASD and in the performance of any due diligence
            investigation by any underwriter that is required to be retained in
            accordance with the rules and regulations of the NASD.

                  (xvi) Otherwise use its best efforts to comply with all
            applicable rules and regulations of the Commission and all reporting
            requirements under the rules and regulations of the Exchange Act.

                  (xvii) Cause the Indenture to be qualified under the TIA not
            later than the effective date of the Shelf Registration Statement
            required by this Agreement, and,

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                                                                              12


            in connection therewith, cooperate with the Trustee and the holders
            of Debentures to effect such changes to the Indenture as may be
            required for such Indenture to be so qualified in accordance with
            the terms of the TIA; and execute and use its best efforts to cause
            the Trustee thereunder to execute all documents that may be required
            to effect such changes and all other forms and documents required to
            be filed with the Commission to enable such Indenture to be so
            qualified in a timely manner.

                  (xviii) Cause all Transfer Restricted Securities covered by
            the Shelf Registration Statement to be listed or quoted, as the case
            may be, on each securities exchange or automated quotation system on
            which similar securities issued by the Issuer are then listed or
            quoted.

                  (xix) Provide to each Holder upon written request each
            document filed with the Commission pursuant to the requirements of
            Section 13 and Section 15 of the Exchange Act after the effective
            date of the Shelf Registration Statement.

            (c) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice (a "Suspension Notice") from the
Issuer of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts
to cause any underwriter(s) in an Underwritten Offering to, forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until:

                  (i) such Holder has received copies of the supplemented or
            amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

                  (ii) such Holder is advised in writing by the Issuer that the
            use of the Prospectus may be resumed, and has received copies of any
            additional or supplemental filings that are incorporated by
            reference in the Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

            (d)   Upon the effectiveness of the Shelf Registration Statement,
each Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "Sale Notice"), which notice shall be effective for
five Business Days. Each Holder of Transfer Restricted Securities, by accepting
the same, agrees to hold any communication by the Company in response to a Sale
Notice in confidence.

            5.    REGISTRATION EXPENSES.

            (a)   All expenses incident to the Issuer's performance of or
compliance with this Agreement shall be borne by the Issuer regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:

<PAGE>
                                                                              13


                  (i) all registration and filing fees and expenses (including
            filings made by any Initial Purchaser or Holders with the NASD);

                  (ii) all fees and expenses of compliance with federal
            securities and state Blue Sky or securities laws;

                  (iii) all expenses of printing (including printing of
            Prospectuses and certificates for the Common Stock to be issued upon
            conversion of the Debentures) and the Issuer's expenses for
            messenger and delivery services and telephone;

                  (iv) all fees and disbursements of counsel to the Issuer and,
            subject to Section 5(b) below, the Holders of Transfer Restricted
            Securities;

                  (v) all application and filing fees in connection with listing
            (or authorizing for quotation) the Common Stock on a national
            securities exchange or automated quotation system pursuant to the
            requirements hereof; and

                  (vi) all fees and disbursements of independent certified
            public accountants of the Issuer (including the expenses of any
            special audit and comfort letters required by or incident to such
            performance).

            The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.

            (b) In connection with the Shelf Registration Statement required by
this Agreement, including any amendment or supplement thereto, and any other
documents delivered to any Holders, the Issuer shall reimburse the Initial
Purchaser and the Holders of Transfer Restricted Securities being registered
pursuant to the Shelf Registration Statement, as applicable, for the reasonable
fees and disbursements of not more than one counsel, which shall be Simpson
Thacher & Bartlett, or such other counsel as may be chosen by a Majority of
Holders for whose benefit the Shelf Registration Statement is being prepared.

            6.    INDEMNIFICATION AND CONTRIBUTION.

            (a)   The Issuer shall indemnify and hold harmless each Holder, such
Holder's officers and employees and each person, if any, who controls such
Holder within the meaning of the Securities Act (each, an "Indemnified Holder"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, liability or action arises out of, or is based upon:

            (i)   any untrue statement or alleged untrue statement of a material
      fact contained in (A) the Shelf Registration Statement or Prospectus or
      any amendment or

<PAGE>
                                       14


      supplement thereto or (B) any blue sky application or other document or
      any amendment or supplement thereto prepared or executed by the Issuer (or
      based upon written information furnished by or on behalf of the Issuer
      expressly for use in such blue sky application or other document or
      amendment on supplement) filed in any jurisdiction specifically for the
      purpose of qualifying any or all of the Transfer Restricted Securities
      under the securities law of any state or other jurisdiction (such
      application or document being hereinafter called a "Blue Sky
      Application"); or

            (ii) the omission or alleged omission to state therein any material
      fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; PROVIDED,
HOWEVER, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of any Holder
(or its related Indemnified Holder) specifically for use therein, provided,
further, that the Issuer shall not be liable for any loss, liability, claim,
damage or expense (1) arising from an offer or sale of Transfer Restricted
Securities occurring during a Suspension Period, provided the Holder has
received a Suspension Notice with respect to such Suspension Period, or (2) if
the Holder fails to deliver at or prior to the written confirmation of sale, a
Prospectus that is amended or supplemented, and such Prospectus, as amended or
supplemented, would have corrected the untrue statement or omission or alleged
untrue statement or omission of a material fact contained in the Prospectus
delivered by the Holder, so long as the Prospectus, as amended or supplemented,
has been delivered to such Holder prior to such time. The foregoing indemnity
agreement is in addition to any liability which the Issuer may otherwise have to
any Indemnified Holder.

            (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Issuer, its officers and employees and each person, if any, who
controls the Issuer within the meaning of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Issuer or any such officer, employee or controlling person
may become subject, insofar as any such loss, claim, damage or liability or
action arises out of, or is based upon:

            (i) any untrue statement or alleged untrue statement of any material
      fact contained in the Shelf Registration Statement or Prospectus or any
      amendment or supplement thereto or any Blue Sky Application; or

            (ii) the omission or the alleged omission to state therein any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading,

<PAGE>
                                                                              15


but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Issuer and any such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Issuer or any such officer, employee or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuer and any such officer, employee or controlling
person.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, PROVIDED, FURTHER, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that
the Holders shall have the right to employ one separate firm to represent
jointly the Holders and their officers, employees and controlling persons who
may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Holders against the Issuer under this Section 6
if, in the reasonable judgment of the Holders seeking indemnification, it is
advisable for the Holders and such officers, employees and controlling persons
to be jointly represented by separate counsel, and in that event the fees and
expenses of such separate counsel shall be paid by the Issuer. No indemnifying
party shall:

            (i) without the prior written consent of the indemnified parties
      (which consent shall not be unreasonably withheld) settle or compromise or
      consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified parties are actual or potential parties to such claim or
      action) unless such settlement, compromise or consent includes an
      unconditional release of each indemnified party from all liability arising
      out of such claim, action, suit or proceeding, or

            (ii) be liable for any settlement of any such action effected
      without its written consent (which consent shall not be unreasonably
      withheld), but if settled with its written consent or if there be a final
      judgment for the plaintiff in any such action, the

<PAGE>
                                                                              16


      indemnifying party agrees to indemnify and hold harmless any indemnified
      party from and against any loss of liability by reason of such settlement
      or judgment.

            (d) If the indemnification provided for in this Section 6 shall for
any reason be unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):

             (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Issuer from the offering and sale of the Transfer
      Restricted Securities on the one hand and a Holder with respect to the
      sale by such Holder of the Transfer Restricted Securities on the other, or

            (ii) if the allocation provided by clause (6)(d)(i) is not permitted
      by applicable law, in such proportion as is appropriate to reflect not
      only the relative benefits referred to in clause 6(d)(i) but also the
      relative fault of the Issuer on the one hand and the Holders on the other
      in connection with the statements or omissions or alleged statements or
      alleged omissions that resulted in such loss, claim, damage or liability
      (or action in respect thereof), as well as any other relevant equitable
      considerations.

The relative benefits received by the Issuer on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Debentures
purchased under the Purchase Agreement (before deducting expenses) received by
the Issuer, on the one hand, bear to the total net gain received by such Holder
with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuer
on the one hand or the Holders on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Issuer and each Holder agree that it would not
be just and equitable if the amount of contribution pursuant to this Section
6(d) were determined by PRO RATA allocation or by any other method of allocation
that does not take into account the equitable considerations referred to in the
first sentence of this paragraph (d). The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 6 shall be deemed to
include, for purposes of this Section 6, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
or preparing to defend any such action or claim. Notwithstanding the provisions
of this Section 6, no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute as provided in this Section 6(d) are several and not joint.

<PAGE>
                                                                              17


            7.    RULE 144A. In the event the Issuer is not subject to Section
13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for
so long as any Transfer Restricted Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

            8.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

            (i)   agrees to sell such Holder's Transfer Restricted Securities on
      the basis provided in any underwriting arrangements approved by the
      Persons entitled hereunder to approve such arrangements; and

            (ii)  completes and executes all reasonable questionnaires, powers
      of attorney, indemnities, underwriting agreements, lock-up letters and
      other documents required under the terms of such underwriting
      arrangements.

            9.    SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering if approved
by the Issuer as provided in Section 4(b)(ii). In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by a Majority of Holders
whose Transfer Restricted Securities are included in such offering; PROVIDED,
that such investment bankers and managers must be reasonably satisfactory to the
Issuer.

            10.   MISCELLANEOUS.

            (a)   REMEDIES. The Issuer acknowledges and agrees that any failure
by the Issuer to comply with its obligations under Section 2 hereof may result
in material irreparable injury to the Initial Purchaser or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Issuer's obligations under Section 2 hereof. The Issuer
further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.

            (b)   INTENTIONALLY OMITTED.

            (c)   NO INCONSISTENT AGREEMENTS. The Issuer will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the
Issuer shall not grant to any of its security holders (other than the Holders of
Transfer Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the

<PAGE>
                                                                              18


Transfer Restricted Securities. The Issuer has not previously entered into any
agreement (which has not expired or been terminated) granting any registration
rights with respect to its securities to any Person which rights conflict with
the provisions hereof.

            (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders.

            (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
            the registrar under the Indenture or the transfer agent of the
            Common Stock, as the case may be; and

                  (ii)  if to the Issuer:

                        Cendant Corporation
                        9 West 57th Street
                        New York, New York 10019
                        Attention:  Eric J. Bock, Esq.
                        Fax (212) 413-1923

                        With a copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        4 Times Square
                        New York, New York 10036
                        Attention:  Vincent J. Pisano, Esq.
                        Fax (917)-777-2718

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

            (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED,
HOWEVER, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement or the Indenture. If any transferee

<PAGE>
                                                                              19


of any Holder shall acquire Transfer Restricted Securities, in any manner,
whether by operation of law or otherwise, such Transfer Restricted Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Transfer Restricted Securities such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement.

            (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (h) SECURITIES HELD BY THE ISSUER OR THEIR AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its "affiliates" (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

            (i) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            (k) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

            (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


<PAGE>





            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                    CENDANT CORPORATION



                                    By /s/ Eric J. Bock
                                      -----------------------------
                                       NAME:  Eric J. Bock
                                       TITLE:

                                    GOLDMAN, SACHS & CO.



                                    By /s/ Goldman, Sachs & Co.
                                      -----------------------------
                                       (GOLDMAN, SACHS & CO.)


<PAGE>

                                                                       EXHIBIT A


                               CENDANT CORPORATION

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

      The undersigned beneficial holder of Zero Coupon Convertible Debentures
Due May 4, 2021 (the "Debentures") of Cendant Corporation (the "Issuer"), or CD
common stock, par value $.01 per share (the "Shares" and together with the
Debentures, the "Transfer Restricted Securities") of the Issuer understands that
the Issuer has filed, or intends to file, with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Shelf Registration
Statement"), for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the "Securities Act"), of the Transfer Restricted
Securities in accordance with the terms of the Resale Registration Rights
Agreement, dated as of May 4, 2001 (the "Registration Rights Agreement") between
the Issuer and Goldman, Sachs & Co. A copy of the Registration Rights Agreement
is available from the Issuer upon request at the address set forth below. All
capitalized terms not otherwise defined herein have the meaning ascribed thereto
in the Registration Rights Agreement.

      Each beneficial owner of Transfer Restricted Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Transfer Restricted Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Transfer Restricted Securities generally will
be required to be named as a selling securityholder in the related Prospectus,
deliver a Prospectus to purchasers of Transfer Restricted Securities and be
bound by those provisions of the Registration Rights Agreement applicable to
such beneficial owner (including certain indemnification provisions, as
described below). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS NOTICE AND
QUESTIONNAIRE WITHIN 20 BUSINESS DAYS OF RECEIPT HEREOF AND DELIVER IT TO THE
ISSUER AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE
PROSPECTUS AND THEREFORE WILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED
SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT.

      Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus.



                                      A-1
<PAGE>

                                     NOTICE

      The undersigned beneficial owner (the "Selling Securityholder") of
Transfer Restricted Securities hereby gives notice to the Issuer of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

      Pursuant to the Registration Rights Agreement, the undersigned has agreed
to indemnify and hold harmless the Issuer, the Issuer's directors, the Issuer's
officers who sign the Shelf Registration Statement and each person, if any, who
controls the Issuer within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against certain losses arising
in connection with statements concerning the undersigned made in the Shelf
Registration Statement or the related Prospectus in reliance upon the
information provided in this Notice and Questionnaire.

      The undersigned hereby provides the following information to the Issuer
and represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1.    (a)   Full legal name of Selling Securityholder:


      (b)   Full legal name of registered holder (if not the same as (a) above)
            through which Transfer Restricted Securities listed in Item (3)
            below are held:


      (c)   Full legal name of DTC participant (if applicable and if not the
            same as (b) above) through which Transfer Restricted Securities
            listed in Item (3) are held:

2.    Address for notices to Selling Securityholders:

      Telephone:

      Fax:

      Contact Person:


3.    Beneficial ownership of Transfer Restricted Securities:


                                      A-2
<PAGE>

      (a)   Type of Transfer Restricted Securities beneficially owned, and
            principal amount of Debentures or number of shares of Common Stock,
            as the case may be, beneficially owned:

      (b)   CUSIP No(s). of such Transfer Restricted Securities beneficially
            owned:



4.    Beneficial ownership of the Issuer's securities owned by the Selling
      Securityholder:

      Except as set forth below in this Item (4), the undersigned is not the
      beneficial or registered owner of any securities of the Issuer other than
      the Transfer Restricted Securities listed above in Item (3) ("Other
      Securities").

      (a)   Type and amount of Other Securities beneficially owned by the
            Selling Securityholder:


      (b)   CUSIP No(s). of such Other Securities beneficially owned:


4.    Relationship with the Issuer

      Except as set forth below, neither the undersigned nor any of its
      affiliates, officers, directors or principal equity holders (5% or more)
      has held any position or office or has had any other material relationship
      with the Issuer (or their predecessors or affiliates) during the past
      three years.

      State any exceptions here:



6.    Plan of Distribution

      Except as set forth below, the undersigned (including its donees or
      pledgees) intends to distribute the Transfer Restricted Securities listed
      above in Item (3) pursuant to the Shelf Registration Statement only as
      follows (if at all). Such Transfer Restricted Securities may be sold from
      time to time directly by the undersigned or, alternatively, through
      underwriters, broker-dealers or agents. If the Transfer Restricted
      Securities are sold through underwriters or broker-dealers, the Selling
      Securityholder will be responsible for underwriting discounts or
      commissions or agent's commissions. Such Transfer Restricted Securities
      may be sold in one or more transactions at fixed prices, at prevailing
      market prices at the time of sale, at varying prices determined at the
      time of sale, or at


                                      A-3
<PAGE>

      negotiated prices. Such sales may be effected in transactions (which may
      involve crosses or block transactions):

                  (i) on any national securities exchange or quotation service
            on which the Transfer Restricted Securities may be listed or quoted
            at the time of sale;

                  (ii) in the over-the-counter market;

                  (iii) in transactions otherwise than on such exchanges or
            services or in the over-the-counter market; or

                  (iv) through the writing of options.

      In connection with sales of the Transfer Restricted Securities or
      otherwise, the undersigned may enter into hedging transactions with
      broker-dealers, which may in turn engage in short sales of the Transfer
      Restricted Securities and deliver Transfer Restricted Securities to close
      out such short positions, or loan or pledge Transfer Restricted Securities
      to broker-dealers that in turn may sell such securities.

      State any exceptions here:



      Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Issuer.

      The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder relating to stock manipulation, particularly Regulation M
thereunder (or any successor rules or regulations), in connection with any
offering of Transfer Restricted Securities pursuant to the Shelf Registration
Statement. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

      The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.

      Pursuant to the Registration Rights Agreement, the Issuer has agreed under
certain circumstances to indemnify the Selling Securityholders against certain
liabilities.

      In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Issuer of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while


                                      A-4
<PAGE>

the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.

      By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.

      IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:

Beneficial Owner

By: ________________________________
    Name:
    Title:



Please return the completed and executed Notice and Questionnaire to Cendant
Corporation at:

            Cendant Corporation
            9 West 57th Street
            New York, New York 10019
            Attention:  James E. Buckman, Esq.




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