Exhibit 10.4


    


    Exhibit
      10.4

    PHH
      CORPORATION

    RESTRICTED
      STOCK UNIT 

    AWARD
      NOTICE

    


    Accelerated
      Vesting Schedule Modification

    


    On
      June 28, 2005, PHH Corporation (the “Company”) awarded you Restricted Stock
      Units. A portion of those Restricted Stock Units would be subject to accelerated
      vesting on June 28, 2006, June 28, 2007, June 28, 2008 and June 28, 2009, if
      the
      Company achieves certain targets for net income growth and return on equity
      for
      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 accelerated vesting targets for 2005 through 2008
      as
      set forth below. This document constitutes part of and is subject to the terms
      and provisions of the Award Notice, the PHH Corporation Restricted Stock Unit
      Award Agreement (the “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 Award Notice, the Agreement, or the Plan.
      

     

    
      	
              Grantee:

            	
              [Name]

            
	 	
              [Address]

            
	 	 
	
              Participant
                #:

            	
              [Social
                Security Number]

            
	 	 
	
              Grant
                Date:

            	
              June
                28, 2005

            
	 	 
	
              Number
                of Restricted 

            	 
	
              Stock
                Units: 

            	
              [__________]

            


    

    


    Performance
      Goals for Accelerated Vesting: 

    


    
      	
              Modified
                Vesting Schedule:

            	
              Accelerated
                Vesting Date: June 28, 2006

            


    

    25%
      of
      the Restricted Stock Units shall become vested on June 28, 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.

    


    Accelerated
      Vesting Date: June 28, 2007

    25%
      of
      the Restricted Stock Units shall become vested on June 28, 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
      fiscal year ended immediately prior to June 28, 2007.

    


    Accelerated
      Vesting Date: June 28, 2008

    25%
      of
      the Restricted Stock Units shall become vested on June 28, 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
      fiscal year ended immediately prior to June 28, 2008.

    


    Accelerated
      Vesting Date: June 28, 2009

    25%
      of
      the Restricted Stock Units shall become vested on June 28, 2009, 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
      fiscal year ended immediately prior to June 28, 2009.

    ______________

    [***]
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    All
      of
      the terms and conditions of the Restricted Stock Unit 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 AWARD AGREEMENT WITH YOUR
      IMPORTANT DOCUMENTS AS A RECORD OF 

    THIS
      AWARD.