Exhibit 10.3


    


    Exhibit
      10.3

    PHH
      CORPORATION

    RESTRICTED
      STOCK UNIT

    CONVERSION
      AWARD NOTICE

    


    Vesting
      Schedule Modification

    


    On
      February 1, 2005, PHH Corporation (the “Company”) awarded you Restricted Stock
      Units in consideration of the conversion of the restricted stock units granted
      to you by Cendant Corporation on June 3, 2004.A portion of those Restricted
      Stock Units would vest on April 27, 2006, April 27, 2007 and April 27, 2008,
      if
      the Company achieves certain targets for net income growth and return on equity
      for the fiscal year ending immediately prior to such vesting date. However,
      due
      to the changes in the Company’s business during fiscal year 2005, the
      Compensation Committee has modified the vesting targets for fiscal years 2005
      through 2007 as set forth below. This document constitutes part of and is
      subject to the terms and provisions of the Conversion Award Notice, the PHH
      Corporation Restricted Stock Unit Conversion Award Agreement, and the PHH
      Corporation 2005 Equity Incentive Plan (the “Plan”). The terms used but not
      defined in this modification shall have the meanings set forth in the Conversion
      Award Notice, the Agreement, or the Plan. 

     

    


    
      	
              Grantee:

            	
              [Name]

            
	 	
              [Address]

            
	 	 
	
              Participant
                #:

            	
              [Social
                Security Number]

            
	 	 
	
              Conversion
                Date:

            	
              February
                1, 2005

            
	 	 
	
              Number
                of Conversion

            	 
	
              Restricted
                Stock Units: 

            	
              [__________]

            
	 	 
	
              Performance
                Goals:

            	 


       

    

    
       

      
        	
                Modified
                  Vesting Schedule: 

              	Vesting Date: April 27,
                2006 


      

      	 	 


      	(1)  	
              12.5%
                of the Restricted Stock Units shall become vested on April 27, 2006,
                if
                the Company achieves 100% of its target (Pre-Tax Income After Minority
                Interest, excluding spin-off related expenses, equal to [***]) for
                the
                2005 fiscal year; or

            


    

     

    
      	(2)  	
              18.75%
                of the Restricted Stock Units shall become vested on April 27, 2006,
                if
                the Company achieves 150% of its target (Pre-Tax Income After Minority
                Interest, excluding spin-off related expenses, equal to [***]) for
                the
                2005 fiscal year.

            


      	 	 


      	 	Vesting Date: April 27,
              2007 


    

     

    
      	(1)  	
              12.5%
                of the Restricted Stock Units shall become vested on April 27, 2007,
                if
                the Company achieves 100% of its target (Pre-Tax Income After Minority
                Interest, excluding certain items that are one-time or unusual in
                nature
                as determined in the discretion of the Compensation Committee) for
                the
                2006 fiscal year; or

            


    

     

    
      	(2)  	
              18.75%
                of the Restricted Stock Units shall become vested on April 27, 2007,
                if
                the Company achieves 150% of its target (Pre-Tax Income After Minority
                Interest, excluding certain items that are one-time or unusual in
                nature
                as determined in the discretion of the Compensation Committee) for
                the
                2006 fiscal year.

            


    

    ______________

    [***]
      INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
      ACT
      OF 1934, AS AMENDED.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Vesting
      Date: April 27, 2008

     

    
      	(3)  	
              12.5%
                of the Restricted Stock Units shall become vested on April 27, 2008,
                if
                the Company achieves 100% of its target (Pre-Tax Income After Minority
                Interest, excluding certain items that are one-time or unusual in
                nature
                as determined in the discretion of the Compensation Committee) for
                the
                2007 fiscal year; or

            


    

     

    
      	(4)  	
              18.75%
                of the Restricted Stock Units shall become vested on April 27, 2008,
                if
                the Company achieves 150% of its target (Pre-Tax Income After Minority
                Interest, excluding certain items that are one-time or unusual in
                nature
                as determined in the discretion of the Compensation Committee) for
                the
                2007 fiscal year.

            


    

    


    All
      of
      the terms and conditions of the Restricted Stock Unit Conversion Award Notice
      except those modified above, remain in full force and effect.

    


    PHH
      CORPORATION

     

    By:
      

     

    Name:

    Title:

    Date:
      December _____, 2005

    


    RETAIN
      THIS MODIFICATION, YOUR NOTIFICATION AND YOUR CONVERSION AWARD
      AGREEMENT

    WITH
      YOUR IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.