<PAGE>










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

                          FOURTH SUPPLEMENTAL INDENTURE

                            Dated as of July 27, 2001

                                     between

                              CENDANT CORPORATION,

                                    AS ISSUER

                                       and

               THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

                                   AS TRUSTEE

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




<PAGE>



                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1 Definition of Terms .............................................2

                                   ARTICLE II

                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

SECTION 2.1 Designation, Principal Amount and Authorized Denomination .......5
SECTION 2.2 Maturity ........................................................5
SECTION 2.3 Form and Payment ................................................5
SECTION 2.4 Global Senior Notes .............................................5
SECTION 2.5 Interest ........................................................6

                                   ARTICLE III

                         REDEMPTION OF THE SENIOR NOTES

SECTION 3.1 Tax Event Redemption ............................................8
SECTION 3.2 Redemption Procedure for Senior Notes ...........................8
SECTION 3.3 No Sinking Fund .................................................9
SECTION 3.4 Option to Put Senior Notes Upon Failed
            Secondary Remarketing..........................................9
SECTION 3.5 Repurchase Procedure for Senior Notes ...........................9

                                   ARTICLE IV

                                   [RESERVED]

                                    ARTICLE V

                               FORM OF SENIOR NOTE

SECTION 5.1 Form of Senior Note ............................................10


<PAGE>


                                   ARTICLE VI

                           ORIGINAL ISSUE OF DISCOUNT

SECTION 6.1 Original Issue of Discount .....................................21

                                   ARTICLE VII

SECTION 7.1 Initial Remarketing Procedures..................................21
SECTION 7.2 Secondary Remarketing Procedures................................24

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.1 Ratification of Indenture ......................................28
SECTION 8.2 Trustee Not Responsible for Recitals ...........................28
SECTION 8.3 Governing Law ..................................................28
SECTION 8.4 Separability ...................................................28
SECTION 8.5 Counterparts ...................................................29




                                       ii
<PAGE>

         FOURTH SUPPLEMENTAL INDENTURE, dated as of July 27, 2001 (the "Fourth
Supplemental Indenture"), between CENDANT CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (the "Company"),
and The Bank of Nova Scotia Trust Company of New York, as trustee (the
"Trustee").

         WHEREAS, the Company executed and delivered the indenture, dated as of
February 24, 1998 (the "Base Indenture"), to the Trustee to provide for the
future issuance of the Company's senior unsecured debentures, notes or other
evidences of indebtedness (the "Securities"), to be issued from time to time in
one or more series as might be determined by the Company under the Base
Indenture;

         WHEREAS, the Company executed and delivered the First Supplemental
Indenture, dated as of February 24, 1998 (the "First Supplemental Indenture"),
to the Trustee to provide for the issuance of the Company's 6.45% Debentures due
February 16, 2003;

         WHEREAS, the Company executed and delivered the Second Supplemental
Indenture, dated as of May 15, 2000 (the "Second Supplemental Indenture"), to
the Trustee to provide the issuance of the Company's 6.45% Debentures due
February 16, 2003;

         WHEREAS, the Company executed and delivered the Third Supplemental
Indenture, dated as of February 16, 2001 (the "Third Supplemental Indenture"),
to the Trustee to provide for the issuance of the Company's 6.45% Debentures due
February 16, 2003;

         WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of the Company's
Securities to be known as the Company's 6.75% Senior Notes due August 17, 2006
(the "Senior Notes"), the form and substance of such Senior Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Base
Indenture and this Fourth Supplemental Indenture;

         WHEREAS, the Company has offered to the public up to 17,250,000 Upper
DECS (the "Upper DECS"), consisting of (i) a forward purchase contract under
which (a) the holder agreed to purchase, for $50, shares of the Company's CD
common stock on August 17, 2004 and (b) the Company agreed to pay the holders
contract adjustment payments at the rate of 1.00% of the stated amount of the
Upper

<PAGE>

DECS per year and (ii) $50 principal amount of the Senior Notes as described in
a prospectus supplement, dated July 20, 2001 (the "Prospectus Supplement"); and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Fourth Supplemental Indenture and all requirements necessary to make this
Fourth Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Senior Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company and all acts and
things necessary have been done and performed to make this Fourth Supplemental
Indenture enforceable in accordance with its terms, and the execution and
delivery of this Fourth Supplemental Indenture has been duly authorized in all
respects:

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Senior Notes by the holders thereof (each a "Holder" and, collectively, the
"Holders"), and for the purpose of setting forth, as provided in the Indenture,
the First Supplemental Indenture, the Third Supplemental Indenture and this
Fourth Supplemental Indenture (together, the "Indenture"), the form and
substance of the Senior Notes and the terms, provisions and conditions thereof,
the Company covenants and agrees with the Trustee as follows:


                                    ARTICLE I

                                   DEFINITIONS

         1.1 SECTION Definition of Terms .

         Unless the context otherwise requires:

         (a) a term defined in the Indenture has the same meaning when used in
this Fourth Supplemental Indenture;

         (b) a term defined anywhere in this Fourth Supplemental Indenture has
the same meaning throughout;

         (c) the singular includes the plural and vice versa;

         (d) headings are for convenience of reference only and do not affect
interpretation;


                                       2
<PAGE>


         (e) capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Base Indenture;

         (f) the following terms have the meanings given to them in the Purchase
Contract Agreement: (i) Agent; (ii) Applicable Principal Amount; (iii)
Authorized Newspaper; (iv) Cash Settlement; (v) Clearing Agency; (vi) Clearing
Agency Participant; (vii) Initial Remarketing; (viii) Initial Remarketing Date;
(ix) Underwriting Agreement; (x) Purchase Contract; (xi) Quotation Agent; (xii)
Redemption Price; (xiii) Reset Announcement Date; (xiv) Reset Effective Date;
(xv) Reset Rate; (xvi) Reset Spread; (xviii) Secondary Remarketing; (xviii)
Secondary Remarketing Date; (xix) Tax Event; (xx) Treasury Portfolio; (xxi)
Treasury Portfolio Purchase Price; (xxii) Two-Year Benchmark Treasury; and
(xxiii) Two and One-Quarter Year Benchmark Treasury;

         (g) the following terms have the meanings given to them in this Section
1.11(g):

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
or in the city in which the Corporate Trust Office is located are authorized or
obligated by law or executive order to close.

         "Coupon Rate" shall have the meaning set forth in Section 2.4.

         "Failed Initial Remarketing" shall have the meaning set forth in
Section 7.1 (g).

         "Maturity Date" shall have the meaning set forth in Section 2.2.

         "Minimum Initial Remarketing Price" shall have the meaning set forth in
the Remarketing Agreement.

         "Pledge Agreement" means the Pledge Agreement dated as of July 27,
2001, among the Company, The Chase Manhattan Bank, as collateral agent (the
"Collateral Agent"), custodial agent and securities intermediary and Bank One
Trust Company, National Association, as purchase contract agent.

                                       3
<PAGE>


         "Purchase Contract Agreement" shall mean that certain forward purchase
contract agreement, dated July 27, 2001, between the Company and Bank One Trust
Company, National Association, as purchase contract agent.

         "Purchase Contract Settlement Date" means August 17, 2004.

         "Put Option" shall have the meaning set forth in Section 3.4.

         "Put Option Exercise Date" shall have the meaning set forth in
Section 3.4.

         "Quotation Agent" means Salomon Smith Barney Inc., or its successor or
any other primary U.S. government securities dealer in New York City selected by
the Company.

         "Remarketing Agent" means Salomon Smith Barney Inc. or any successor
thereto or replacement Remarketing Agent under the Remarketing Agreement.

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
July 27, 2001, between the Company, Salomon Smith Barney Inc., as remarketing
agent and Bank One Trust Company, National Association as purchase contract
agent.

         "Reset Agent" shall mean Salomon Smith Barney Inc., or its successor or
any other agent as is mutually agreed on by the Company and the Trustee to act
as reset agent.

         "Reset Effective Date" means (i) May 17, 2004 in case the interest rate
is reset on the Initial Remarketing Date, or (ii) the Purchase Contract
Settlement Date, in case the interest rate is reset on the Secondary Remarketing
Date.

         "Senior Notes Repayment Price" shall have the meaning set forth in
Section 3.4 hereof.

         "Tax Event Redemption Date" shall have the meaning set forth in Section
3.1 hereof.


                                       4
<PAGE>


                                   ARTICLE II

                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

         SECTION 2.1 SECTION Designation, Principal Amount and Authorized
Denomination .

         There is hereby authorized a series of Securities designated the 6.75%
Senior Notes (the "Senior Notes") due August 17, 2006, limited in aggregate
principal amount to $826,500,000, which amount to be issued shall be as set
forth in any written order of the Company for the authentication and delivery of
Senior Notes pursuant to the Base Indenture. The denominations in which Senior
Notes shall be issuable is $50 and integral multiples thereof.

         SECTION 2.2 SECTION Maturity . The date upon which the Senior Notes
shall become due and payable at final maturity, together with accrued and unpaid
interest, is August 17, 2006 (the "Maturity Date").

         SECTION 2.3 Form and Payment.

         Except as in Section 2.4, the Senior Notes shall be issued in fully
registered certificated form bearing identical terms. Principal and interest on
the Senior Notes issued in certificated form will be payable, the transfer of
such Senior Notes will be registrable and such Senior Notes will be exchangeable
for Senior Notes bearing identical terms and provisions at the office or agency
maintained by the Company for this purpose in the Borough of Manhattan, The City
of New York. However, at the Company's option, payment of interest may be made
by check mailed to the Holder at such address as shall appear in the Security
Register or by wire transfer to an account properly designated by the Holder
entitled to payment. The registrar, transfer agent and initial Paying Agent for
the Senior Notes shall be the Trustee.

         SECTION 2.4 Global Senior Note.

         (a) Any Senior Notes that are no longer part of Upper DECS will be
issued initially in the form of one or more Global Securities (the "Global
Senior Notes") registered in the name of the Clearing Agency or its nominee.
Unless and until it is exchanged for the Senior Notes in registered form, such
Global Senior Notes may be transferred, in whole but not in part, only to the
Clearing Agency or

                                       5
<PAGE>

nominee of the Clearing Agency, or to a successor Clearing Agency selected or
provided by the Company or to a nominee of such successor Clearing Agency.

         (b) If at any time (i) the Clearing Agency notifies the Company that it
is unwilling or unable to continue as a Clearing Agency for the Global Senior
Notes and no successor Clearing Agency shall have been appointed within 90 days
after such notification, (ii) the Clearing Agency ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 at any time the Clearing
Agency is required to be so registered to act as such Clearing Agency and no
successor Clearing Agency shall have been appointed within 90 days after the
Company becoming aware of the Clearing Agency's ceasing to be so registered,
(iii) the Company, in its sole discretion, determines that the Global Senior
Notes shall be so exchangeable or (iv) there shall have occurred and be
continuing an Event of Default, the Company will execute, and subject to Article
Five of the Base Indenture, the Trustee, upon written notice from the Company,
will authenticate and deliver the Notes in definitive registered form without
coupons, in authorized denominations and in an aggregate principal amount equal
to the principal amount of the Global Senior Note in exchange for such Global
Senior Note.

         Upon exchange of the Global Senior Note for such Senior Notes in
definitive registered form without coupons, in authorized denominations, the
Global Senior Note shall be cancelled by the Trustee. Such Notes in definitive
registered form issued in exchange for the Global Senior Note shall be
registered in such names and in such authorized denominations as the Clearing
Agency, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the Clearing Agency for delivery to the Persons in whose names such
Securities are so registered.

         SECTION 2.5 Interest.

         (a) Each Senior Note will bear interest initially at the rate of 6.75%
per annum (the "Coupon Rate") from the original date of issuance through and
including the day immediately preceding the Rest Effective Date and at the Reset
Rate thereafter until the principal thereof is paid or duly made available for
payment. Interest will accrue on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter.
Interest will be payable quarterly in arrears on February 17, May 17, August 17
and November 17 of each year (each, an "Interest Payment Date") commencing on
November 17, 2001, to the Person in

                                       6
<PAGE>

whose name such Senior Note or any predecessor Senior Note is registered at the
close of business on the first day of the month on which the Interest Payment
Date falls.

         (b) The interest rate on the Senior Notes will be reset on the Initial
Remarketing Date to the applicable Reset Rate (which Reset Rate will be
effective on and after May 17, 2004) except in the event of a Failed Initial
Remarketing. In the event of a Failed Initial Remarketing, the interest rate on
the Senior Notes will be reset on the Secondary Remarketing Date to the
applicable Rest Rate (which Reset Rate will be effective on and after the
Purchase Contract Settlement Date). On the applicable Reset Announcement Date,
the applicable Reset Spread and the Two-Year Benchmark Treasury or Two and
One-Quarter Benchmark Treasury, as applicable, will be announced by the Company.
On the Business Day immediately following such Rest Announcement Date, the
Holders of Senior Notes will be notified of such Reset Spread and Two-Year
Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as applicable, by
the Company. Such notice shall be sufficiently given to such Holders of Senior
Notes if published in an Authorized Newspaper.

         (c) Not later than seven calendar days nor more than 15 calendar days
immediately preceding the applicable Reset Announcement Date, the Company will
request that the Clearing Agency or its nominee (or any successor clearing
agency or its nominee) notify the Holders of Senior Notes of such Reset
Announcement Date and, in the case of a Secondary Remarketing, the procedures to
be followed by such Holders of Senior Notes wishing to settle the related
Purchase Contract with separate cash on the Business Day immediately preceding
the Purchase Contract Settlement Date.

         (d) The amount of interest payable for any period will be computed on
the basis of a 360_day year consisting of twelve 30_day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 90_day
period. In the event that any date on which interest is payable on the Senior
Notes is not a Business Day, then payment of interest payable on such date will
be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay).


                                       7
<PAGE>


                                   ARTICLE III

                         REDEMPTION OF THE SENIOR NOTES

         SECTION 3.1 Tax Event Redemption .

         If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. Installments of interest on
the Senior Notes which are due and payable on or prior to the date of redemption
(the "Tax Event Redemption Date") will be payable to the Holders of the Senior
Notes registered as such at the close of business on the regular record date.
If, following the occurrence of a Tax Event prior to the Purchase Contract
Settlement Date, the Company exercises its option to redeem the Senior Notes,
the Company shall appoint the Quotation Agent to assemble the Treasury Portfolio
in consultation with the Company. Upon exercise of its option to redeem the
Senior Notes, the Company shall in the notice to the Trustee pursuant to Section
1102 of the Base Indenture specify the Redemption Price. The Trustee shall have
no duty or liability to determine or verify such amount. Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the
Tax Event Redemption Date to each registered Holder of the Senior Notes to be
repaid at its registered address. Unless the Company defaults in payment of the
Redemption Price, on and after the Tax Event Redemption Date interest shall
cease to accrue on the Senior Notes.

         SECTION 3.2 Redemption Procedure for Senior Notes .

         Payment of the Redemption Price to each Holder of Senior Notes shall be
made by the Trustee (subject to its receipt of funds), no later than 12:00 noon,
New York City time, on the Tax Event Redemption Date, by check or wire transfer
in immediately available funds (provided the necessary wire instructions have
been provided to the Trustee at least 15 days prior to the Tax Event Redemption
Date) at such place and to such account as may be designated by each such Holder
of Senior Notes, including the Collateral Agent. If the Trustee holds
immediately available funds sufficient to pay the Redemption Price of the Senior
Notes, then, on such Tax Event Redemption Date, such Senior Notes will cease to
be outstanding and interest thereon will cease to accrue, whether or not such
Senior Notes have been received by the Company, and all other rights of the
Holder in respect of the Senior Notes shall terminate and lapse (other than the
right to receive the Redemption Price upon delivery of such Senior Notes but
without interest on such Redemption Price).

                                       8
<PAGE>

         SECTION 3.3 No Sinking Fund.

         The Senior Notes are not entitled to the benefit of any sinking fund.

         SECTION 3.4 Option to Put Senior Notes Upon Failed Secondary
Remarketing.

         If a Failed Secondary Remarketing (as described in the Purchase
Contract Agreement) has occurred, the Company shall immediately notify the
Trustee thereof and each Holder of Senior Notes who holds such Senior Notes on
the day immediately following the Purchase Contract Settlement Date shall have
the right (the "Put Option"), upon at least three Business Days' prior notice,
to require the Company to repurchase such Holder's Senior Notes on September 30,
2004 (the "Put Option Exercise Date"), at a repayment price per Senior Note
equal to 100% of the principal amount, plus accrued and unpaid interest, if any,
thereon to the date of payment (the "Senior Notes Repayment Price").

         SECTION 3.5 Repurchase Procedure for Senior Notes.

         (a) In order for the Senior Notes to be repurchased on the Put Option
Exercise Date, the Trustee must receive on or prior to 5:00 P.M., New York City
time, on the third Business Day immediately preceding the Put Option Exercise
Date, at its Corporate Trust Office, the Senior Notes to be repurchased with the
form entitled "Option to Elect Repayment" on the reverse of or otherwise
accompanying such Senior Notes duly completed. Any such notice received by the
Trustee shall be irrevocable. All questions as to the validity, eligibility
(including time of receipt) and acceptance of the Senior Notes for repayment
shall be determined by the Company, whose determination shall be final and
binding.

         (b) Payment of the Senior Notes Repayment Price to Holders of Senior
Notes shall be made either through the Trustee, subject to the Trustee's receipt
of payment from the Company in accordance with the terms of the Indenture or
through the Company acting as Paying Agent, no later than 12:00 noon, New York
City time, on the Put Option Exercise Date, and to such account as may be
designated by such Holders. If the Trustee holds immediately available funds
sufficient to pay the Senior Notes Repayment Price of the Senior Notes presented
for repayment then, immediately prior to the close of business on the Business
Day immediately preceding the Put Option Exercise Date, such Senior Notes will
cease to be outstanding and interest thereon will cease to accrue, whether or
not such Senior Notes have

                                       9
<PAGE>

been received by the Company, and all other rights of the Holder in respect of
the Senior Notes, including the Holder's right to require the Company to repay
such Senior Notes, shall terminate and lapse (other than the right to receive
the Senior Notes Repayment Price upon delivery of such Senior Notes but without
interest on such Senior Notes Repayment Price). Neither the Trustee nor the
Company will be required to register the transfer of any Senior Notes for which
repayment has been elected in accordance with Section 3.5(a).

                                   ARTICLE IV

                                   [RESERVED]

                                    ARTICLE V

                               FORM OF SENIOR NOTE

         SECTION 5.1 Form of Senior Note .

         The Senior Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:

         If the Senior Note is to be a Global Note, Insert _ This Senior Note is
a Global Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of the Depository Trust Company or a nominee of the
Depository Trust Company. This Senior Note is exchangeable for Senior Notes
registered in the name of a person other than the Depository Trust Company or
its nominee only in the limited circumstances described in the Indenture, and no
transfer of this Senior Note (other than a transfer of this Senior Note as a
whole by the Depository Trust Company to a nominee of the Depository Trust
Company or by a nominee of the Depository Trust Company to the Depository Trust
Company or another nominee of the Depository Trust Company) may be registered
except in limited circumstances.

         Unless this Senior Note is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any Senior
Note issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.


                                       10
<PAGE>


No. ___________________                                      $____________
CUSIP No. 151313AJ2

                               CENDANT CORPORATION
                                6.75% SENIOR NOTE
                               DUE AUGUST 17, 2006

         CENDANT CORPORATION, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to           , or registered assigns,
the principal sum of ($______________) on August 17, 2006 (such date is
hereinafter referred to as the "Maturity Date"), and to pay interest on said
principal sum from July 27, 2001, or from the next recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing on November 17, 2001, initially at the rate
of 6.75% per annum through and including the day immediately preceding the Reset
Effective Date, and at the Reset Rate thereafter until the principal hereof
shall have become due and payable and, to the extent permitted by law, to pay
interest compounded quarterly, on any overdue principal and premium, if any, and
on any overdue installment of interest at the rate of 6.75% through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360_day year consisting of twelve
30_day months. In the event that any date on which interest is payable on this
Senior Note is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), with the same force and
effect as if made on such Interest Payment Date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
Senior Note (or one or more Predecessor Securities, as defined in said
Indenture) is registered at the close of business on the regular record date for
such interest installment which in the case of a Global Senior Note shall be the
close of business on the first day of the month in which the Interest Payment
Date falls. Any such interest installment not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease to be payable to the
registered Holders on such regular record date and may be paid to the Person in
whose name this Senior Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted

                                       11
<PAGE>

interest, notice whereof shall be given to the registered Holders of this series
of Senior Notes not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Senior Notes may
be listed, and upon such notice as may be required by such exchange all as more
fully provided in the Indenture. The principal of (and premium, if any) and the
interest on this Senior Note shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled thereto.

         The indebtedness evidenced by this Senior Note is, to the extent
provided in the Indenture, senior and unsecured and will rank in right of
payment on parity with all other senior unsecured obligations of the Company.

         This Senior Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed manually
by or on behalf of the Trustee.

         The provisions of this Senior Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.








                                       12
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.


Dated:  July 27, 2001

                                            CENDANT CORPORATION

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

Attest:

By:
   ---------------------------------
   Name:
   Title:



                                       13
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes of the series of Senior Notes described
in the within-mentioned Indenture.

Dated:  July 27, 2001

THE BANK OF NOVA SCOTIA TRUST COMPANY
OF NEW YORK,
          as Trustee

By
  ---------------------------------
        Authorized Signatory








                                       14
<PAGE>

                        (FORM OF REVERSE OF SENIOR NOTE)

         This Senior Note is one of a duly authorized series of Securities of
the Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of February 24, 1998 (the "Base Indenture"), duly
executed and delivered between the Company and The Bank of Nova Scotia Trust
Company of New York, as Trustee (the "Trustee") (as supplemented by a First
Supplemental Indenture, dated February 24, 1998, a Second Supplemental
Indenture, dated May 15, 2000, a Third Supplemental Indenture, dated February
16, 2001 and a Fourth Supplemental Indenture, dated July 27, 2001), (the Base
Indenture as so supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. By the terms of
the Indenture, the Securities are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture. This series of Securities is limited in aggregate principal amount as
specified in said Fourth Supplemental Indenture.

         If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem Senior Notes in whole (but not in part) at any time at a price
per Senior Note equal to the Redemption Price. The Redemption Price shall be
paid to each Holder of the Senior Notes by the Company, no later than 12:00
noon, New York City time, on the Tax Event Redemption Date, by check or wire
transfer in immediately available funds, at such place and to such account as
may be designated by each such Holder.

         The Senior Notes are not entitled to the benefit of any sinking fund.

         If a Failed Secondary Remarketing (as described in the Purchase
Contract Agreement) has occurred, each Holder of this Senior Note who holds this
Senior Note on the day immediately following the Purchase Contract Settlement
Date shall have the right (the "Put Option"), upon at least three Business Days'
prior notice, to require the Company to repurchase such Holder's Senior Notes on
September 30, 2004 (the "Put Option Exercise Date"), at a repayment price per
Senior Note equal to the principal amount of this Senior Note, plus accrued and
unpaid interest, if any, thereon to the date of payment (the "Senior Note
Repayment Price"). In order for the Senior Notes to be so repurchased, the
Trustee must receive, on or prior to 5:00 p.m. New York City Time on the third
Business Day immediately preceding the Put Option Exercise Date, at its
Corporate Trust Office, the Senior Notes to be repurchased with the form
entitled "Option to Elect Repayment" on the reverse of or

                                       15
<PAGE>

otherwise accompanying such Senior Notes duly completed. Any such notice
received by the Trustee shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and acceptance of the Senior Notes for
repayment shall be determined by the Company, whose determination shall be final
and binding. The payment of the Senior Notes Repayment Price in respect of such
Senior Notes shall be made, either through the Trustee or the Company acting as
Paying Agent, no later than 12:00 noon, New York City time, on the Put Option
Exercise Date.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Senior Notes of
each series affected at the time outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of, among other things, adding
any provisions to or changing or eliminating any of the provisions of the
Indenture or of any supplemental indenture or of modifying the rights of the
Holders of the Senior Notes; provided, however, that, among other things, no
such supplemental indenture shall (i) reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the Holder
of each Senior Note so affected, or (ii) reduce the aforesaid percentage of
Senior Notes, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of each Senior Note
then outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding affected thereby, on behalf of
all of the Holders of the Senior Notes of such series, to waive a Default or
Event of Default with respect to such series, and its consequences, except a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any of the Securities of such series. Any such consent or
waiver by the registered Holder of this Senior Note (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Senior Note and of any Senior Note issued in
exchange for or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Senior Note.

                                       16
<PAGE>

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Senior Note at the time and place and at the rate and
in the money herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Senior Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Trustee in the City of
New York and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Senior Notes of authorized denominations
and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this Senior
Note, the Company, the Trustee, any Paying Agent and the Security Registrar may
deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Senior Note shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

         The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign,

                                       17
<PAGE>

transfer or lease all or substantially all of its properties or assets. All such
covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on
compliance with the covenants in the Indenture.

         The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $50 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes of this series so issued are exchangeable for a like aggregate
principal amount of Senior Notes of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

         All terms used in this Senior Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Senior Notes are subject to the covenants set forth in the
Indenture.

         The Senior Notes shall be governed by and construed in accordance with
the law of the State of New York






                                       18
<PAGE>

                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably requests and instructs the Company
to repay $_____ principal amount of the within Senior Note, pursuant to its
terms, on the "Put Option Exercise Date," together with any interest thereon
accrued but unpaid to the date of repayment, to the undersigned at:

(Please print or type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Senior Note or Senior Notes representing the remaining aggregate principal
amount of this Senior Note.

         For this Option to Elect Repayment to be effective, this Indenture with
the Option to Elect Repayment duly completed must be received by the Trustee at
The Bank of Nova Scotia Trust Company of New York, One Liberty Plaza, 23rd
Floor, New York, New York 10006, Attn: Corporate Trust Office, no later than
5:00 p.m. at least three business days prior to September 30, 2004.

Dated:                               Signature:
                                               ---------------------------------

                                     Signature Guarantee:
                                                        ------------------------

Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the within Senior Note in every particular
without alteration or enlargement or any change whatsoever.




                                       19
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:

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

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

-------------------------------------------------------------------
 (Insert assignee's social security or tax identification number)

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

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

-------------------------------------------------------------------
            (Insert address and zip code of assignee)

and irrevocably appoints

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

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

-------------------------------------------------------------------
agent to transfer this Senior Note on the books of the Trust. The agent may
substitute another to act for him or her.

Date:                             Signature:
     ----------------------                 ------------------------------------

                                  Signature Guarantee:
                                                      --------------------------

    (Sign exactly as your name appears on the other side of this Senior Note)


                                       20
<PAGE>

                                   ARTICLE VI

                           ORIGINAL ISSUE OF DISCOUNT

         SECTION 6.1 Original Issue of Discount .

         To the extent that such duty is not performed by the Purchase Contract
Agent pursuant to Section 7.14 of the Purchase Contract Agreement, the Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on the outstanding Senior Notes as of the end
of the year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                   ARTICLE VII

                                   REMARKETING

         SECTION 7.1 Initial Remarketing Procedures.

         (a) The Company will request, not later than seven nor more than 15
calendar days prior to the Initial Remarketing Date that the Clearing Agency
notify the Holders of the Senior Notes and the Holders of the Upper DECS of the
Initial Remarketing.

         (b) Not later than 5:00 P.M., New York City time, on the tenth Business
Day immediately preceding the Initial Remarketing Date, each Holder of the
Senior Notes not constituting components of Upper DECS may elect to have the
Senior Notes held by such Holder remarketed. Holders of Senior Notes that are
not a component of Upper DECS shall give notice of their election to have such
Notes remarketed to the Collateral Agent pursuant to the Pledge Agreement. Any
such notice shall be irrevocable after 5:00 P.M., New York City time, on the
second Business Day immediately preceding the Initial Remarketing Date and may
not be conditioned upon the level at which the Reset Rate is established.
Promptly after 5:30 P.M., New York City time, onsuch tenth Business Day, the
Trustee, based solely on the notices received by it prior to such time from the
Purchase Contract Agent and the Collateral Agent, shall notify the Company and
the Remarketing Agent of the principal amount of Senior Notes to be tendered for
remarketing. Under Section 5.4 of the Purchase Contract Agreement, Senior Notes
that constitute components of Upper DECS will be remarketed as provided therein
and in this

                                       21
<PAGE>

Section 7.1. The Senior Notes constituting components of Upper DECS shall be
deemed tendered, notwithstanding any failure by the Holder of such Upper DECS to
deliver or properly deliver such Senior Notes to the Remarketing Agent for
purchase.

         (c) The right of each Holder to have Senior Notes tendered for Initial
Remarketing or the Secondary Remarketing, as the case may be, shall be limited
to the extent that (i) the Remarketing Agent conducts an Initial Remarketing
and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to
the terms of the Remarketing Agreement, (ii) Senior Notes tendered have not been
called for redemption, (iii) the Remarketing Agent is able to find a purchaser
or purchasers for tendered Senior Notes at a price of not less than the Minimum
Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of
the principal amount thereof, in case of the Secondary Remarketing, and (iv)
such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required. Each Holder of Senior Notes that are
remarketed in a Successful Initial Remarketing (as defined in the Remarketing
Agreement) agrees that a remarketing fee in an amount set forth in the
Remarketing Agreement shall be deducted from the proceeds of the remarketing.

         (d) On the Initial Remarketing Date, the Remarketing Agent shall use
reasonable efforts to remarket, at a price per Senior Note such that the
aggregate price for the Applicable Principal Amount of Senior Notes is equal to
approximately 100.5% of the Treasury Portfolio Purchase Price, Notes tendered or
deemed tendered for purchase.

         (e) If there are no Upper DECS outstanding and none of the Holders
elect to have Senior Notes held by them remarketed, the Reset Rate shall be the
rate determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Initial Remarketing Date.

         (f) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Initial Remarketing Date, the Reset Agent, subject to the
terms of the Remarketing Agreement, shall determine the Reset Rate.

         (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing
Date, (i) the Remarketing Agent is unable to remarket all Senior Notes tendered
or deemed tendered for purchase, at a price per Senior Note such that the
aggregate price for the Applicable Principal Amount of Senior Notes is equal to
or at

                                       22
<PAGE>

least 100% of the Treasury Portfolio Purchase Price, or (ii) if the Initial
Remarketing shall not have occurred because a condition precedent to the
Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial
Remarketing") shall be deemed to have occurred and the Remarketing Agent shall
so advise by telephone the Collateral Agent, the Purchase Contract Agent,
Company, Trustee, and Clearing Agency. If requested by the Collateral Agent, the
Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall
confirm such advice in writing.

         (h) By approximately 4:30 P.M., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the
Purchase Contract Agent, the Company, Trustee, and Clearing Agency of the Reset
Rate determined in the Initial Remarketing and the aggregate principal amount of
Senior Notes sold in the Initial Remarketing and the Reset Rate, (ii) each
purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the
aggregate principal amount of Senior Notes such purchaser is to purchase and
(iii) each purchaser to give instructions to its Clearing Agency Participant to
pay the purchase price on May 17, 2004 in same day funds against delivery of the
Notes purchased through the facilities of the Clearing Agency.

         (i) In accordance with the Clearing Agency's normal procedures, on May
17, 2004, the transactions described above with respect to each Note tendered
for purchase and sold in the Initial Remarketing shall be executed through the
Clearing Agency, and the accounts of the respective Clearing Agency Participants
shall be debited and credited and such Senior Notes delivered by book entry as
necessary to effect purchases and sales of such Senior Notes. The Clearing
Agency shall make payment in accordance with its normal procedures.

         (j) If any Holder selling Senior Notes in the Initial Remarketing fails
to deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Initial Remarketing may deliver to any such other Person an aggregate principal
amount of Senior Notes that is less than the aggregate principal amount of
Senior Notes that otherwise was to be purchased by such Person. In such event,
the aggregate principal amount of Senior Notes to be so delivered shall be
determined by such Clearing Agency Participant, and delivery of such lesser
aggregate principal amount of Senior Notes shall constitute good delivery.

         (k) The Remarketing Agent is not obligated to purchase any Senior Notes
in the Initial Remarketing or otherwise. Neither the Trustee, the


                                       23
<PAGE>

Purchase Contract Agent, the Company nor the Remarketing Agent shall be
obligated in any case to provide funds to make payment upon tender of Senior
Notes for remarketing. The Trustee shall have no duties or obligations in
respect of the Initial Remarketing except to provide the notice required of it
in accordance with Section 7.1(b).

         (l) The tender and settlement procedures set forth in this Section 7.1,
including provisions for payment by purchasers of Senior Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book_entry system is no longer available for the Notes at the time of the
Initial Remarketing, to facilitate the tendering and remarketing of Senior Notes
in certificated form. In addition, the Remarketing Agent may, notwithstanding
any provision to the contrary set forth herein, modify the settlement procedures
set forth herein in order to facilitate the settlement process.

         (m) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Senior Notes and they
shall rely solely upon written notice from the Company (which the Company agrees
to provide prior to the tenth Business Day before May 17, 2004) as to whether or
not there is any such limitation and, if so, the maximum permissible Reset Rate.

         SECTION 7.2 Secondary Remarketing Procedures.

         (a) If a Failed Initial Remarketing has occurred, the Company will
request, not later than seven nor more than 15 calendar days prior to the
Secondary Remarketing Date that the Clearing Agency notify the Holders of the
Senior Notes of the Secondary Remarketing and of the procedures that must be
followed if a Holder of Senior Notes wishes to exercise such Holder's rights
with respect to the Put Option if there is a Failed Secondary Remarketing.

         (b) If a Failed Initial Remarketing has occurred, not later than 5:00
P.M., New York City time, on the second Business Day immediately preceding the
Secondary Remarketing Date, each Holder of the Senior Notes may elect to have
the Senior Notes held by such Holder remarketed. Under Section 5.5 of the
Purchase Contract Agreement, Holders of Upper DECS that do not give notice of
intention to

                                       24
<PAGE>

make a Cash Settlement of their related Purchase Contracts shall be deemed to
have consented to the disposition of the Notes constituting a component of such
Upper DECS. Holders of Senior Notes that are not a component of Upper DECS shall
give notice of their election to have such Senior Notes remarketed to the
Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be
irrevocable after 5:00 P.M., New York City time, on the second Business Day
immediately preceding the Secondary Remarketing Date and may not be conditioned
upon the level at which the Reset Rate is established. Promptly after 5:30 P.M.,
New York City time, on such second Business Day, the Trustee, solely based on
the notices received by it prior to such time from the Purchase Contract Agent
and the Collateral Agent, shall notify the Company and the Remarketing Agent of
the principal amount of Senior Notes to be tendered for remarketing. Under
Section 5.5 of the Purchase Contract Agreement, the Senior Notes that constitute
components of Upper DECS will be remarketed as provided therein and in this
Section 7.2.

         (c) If any Holder of Upper DECS does not give a notice of its intention
to make a Cash Settlement or gives a notice of election to tender Senior Notes
as described in Section 7.2(b), the Senior Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Senior Notes to the Remarketing Agent for purchase.

         (d) The right of each Holder to have Senior Notes tendered for purchase
shall be limited to the extent that (i) the Remarketing Agent conducts a
remarketing pursuant to the terms of the Remarketing Agreement, (ii) Senior
Notes tendered have not been called for redemption, (iii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Senior Notes at a price
of not less than 100% of the principal amount thereof, and (iv) such purchaser
or purchasers deliver the purchase price therefor to the Remarketing Agent as
and when required. Each Holder of Notes that are remarketed in a Successful
Secondary Remarketing agrees that a remarketing fee in an amount set forth in
the Remarketing Agreement shall be deducted from the proceeds of the
remarketing.

         (e) If a Failed Initial Remarketing has occurred, on the Secondary
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.5% of the aggregate principal
amount thereof, Senior Notes tendered or deemed tendered for purchase.

         (f) If none of the Holders elect or are deemed to have elected to have
Senior Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent, subject to the terms of the Remarketing
Agreement,

                                       25
<PAGE>

as the rate that would have been established had a remarketing been held on the
Secondary Remarketing Date.

         (g) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Secondary Remarketing Date, the Reset Agent shall,
subject to the terms of the Remarketing Agreement, determine the Reset Rate;
provided, however, that if the Remarketing Agent determines that it will not be
able to remarket all Senior Notes tendered or deemed tendered prior to 4:00
P.M., New York City Time, on the Secondary Remarketing Date, there shall be no
Reset Rate determined.

         (h) If, by 4:00 P.M., New York City time, on the Secondary Remarketing
Date, the Remarketing Agent is unable to remarket all Senior Notes tendered or
deemed tendered for purchase or if the Secondary Remarketing shall not have
occurred because a condition precedent to the Secondary Remarketing shall not
have been fulfilled, a failed remarketing ("Failed Secondary Remarketing") shall
be deemed to have occurred and the Remarketing Agent shall so advise by
telephone the Collateral Agent, Company, Trustee, Purchase Contract Agent and
Clearing Agency. If requested by the Collateral Agent, the Purchase Contract
Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice
in writing.

         (i) By approximately 4:30 P.M., New York City time, on the Secondary
Remarketing Date, provided that there has not been a Failed Secondary
Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral
Agent, the Company, Trustee, Purchase Contract Agent and Clearing Agency of the
Reset Rate determined in the Secondary Remarketing and the aggregate principal
amount of Senior Notes sold in the Secondary Remarketing, (ii) each purchaser
(or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate
principal amount of Senior Notes such purchaser is to purchase and (iii) each
purchaser to give instructions to its Clearing Agency Participant to pay the
purchase price on the Purchase Contract Settlement Date in same day funds
against delivery of the Senior Notes purchased through the facilities of the
Clearing Agency.

         (j) In accordance with the Clearing Agency's normal procedures, on the
Purchase Contract Settlement Date, the transactions described above with respect
to each Senior Note tendered for purchase and sold in the Secondary Remarketing
shall be executed through the Clearing Agency, and the accounts of the
respective Clearing Agency Participants shall be debited and credited and such
Senior Notes delivered by book entry as necessary to effect purchases and sales
of

                                       26
<PAGE>

such Senior Notes. The Clearing Agency shall make payment in accordance with its
normal procedures.

         (k) If any Holder selling Notes in the Secondary Remarketing fails to
deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Secondary Remarketing may deliver to any such other Person an aggregate
principal amount of Senior Notes that is less than the aggregate principal
amount of Senior Notes that otherwise was to be purchased by such Person. In
such event, the aggregate principal amount of Senior Notes to be so delivered
shall be determined by such Clearing Agency Participant, and delivery of such
lesser aggregate principal amount of Senior Notes shall constitute good
delivery.

         (l) The Remarketing Agent is not obligated to purchase any Senior Notes
in the Secondary Remarketing or otherwise. Neither the Trustee, Purchase
Contract Agent, the Company nor the Remarketing Agent shall be obligated in any
case to provide funds to make payment upon tender of Senior Notes for
remarketing. The Trustee shall have no duties or obligations in respect of the
Secondary Remarketing except to provide notice required from it in accordance
with Section 7.2(b).

         (m) The tender and settlement procedures set in this Section 7.2,
including provisions for payment by purchasers of Senior Notes in the Secondary
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book_entry system is no longer available for the Senior Notes at the time
of the Secondary Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

         (n) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Senior Notes and they
shall rely solely upon written notice from the Company (which the Company agrees
to provide prior to the 10th Business Day before the Purchase Contract
Settlement Date) as to whether or not there is any such limitation and, if so,
the maximum permissible Reset Rate.

                                       27
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.1 Ratification of Indenture.

         The Indenture, as supplemented by the First Supplemental Indenture,
dated February 24, 1998, the Second Supplemental Indenture, dated May 15, 2000,
the Third Supplemental Indenture, dated February 16, 2001, and this Fourth
Supplemental Indenture, is in all respects ratified and confirmed, and this
Fourth Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.

         SECTION 8.2 Trustee Not Responsible for Recitals .

         The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Fourth Supplemental Indenture.

         SECTION 8.3 Governing Law.

         This Fourth Supplemental Indenture and each Senior Note shall be deemed
to be a contract made under the internal laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

         SECTION 8.4 Separability .

         In case any one or more of the provisions contained in this Fourth
Supplemental Indenture or in the Senior Notes shall for any reason be held to be
invalid illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Fourth
Supplemental Indenture or of the Senior Notes, but this Fourth Supplemental
Indenture and the Senior Notes shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.

                                       28
<PAGE>

         SECTION 8.5 Counterparts.

         This Fourth Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.






                                       29
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.

                                           CENDANT CORPORATION,
                                           as Issuer


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                           THE BANK OF NOVA SCOTIA TRUST
                                           COMPANY OF NEW YORK,
                                           as Trustee

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                       30