UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q/A(Amendment No. 2)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 1-7797
 
 PHH CORPORATION
 (Exact name of registrant as specified in its charter)
 MARYLAND(State or other jurisdiction of 
incorporation or organization)
    
    52-0551284(I.R.S. Employer
Identification Number)3000 LEADENHALL ROAD 
MT. LAUREL, NEW JERSEY(Address of principal executive offices)
    
    08054(Zip Code)
 856-917-1744  (Registrants telephone number, including area code)
 
 þ o
  Large accelerated filer þ
Accelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o þ o
 o þ




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EXPLANATORY NOTE




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PART II  OTHER INFORMATION
 Item 6. Exhibits




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SIGNATURES
  PHH CORPORATIONBy:
    /s/ Jerome J. SelittoJerome J. SelittoPresident and Chief Executive Officer  By:
    /s/ Sandra E. BellSandra E. BellExecutive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)




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EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Incorporation by Reference3.1
    
    Amended and Restated Articles of Incorporation.
    
    Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed on February 1, 2005.3.2
    
    Articles Supplementary.
    
    Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed on March 27, 2008.3.3
    
    Articles of Amendment to the Charter of PHH
Corporation effective as of June 12, 2009.
    
    Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed on June 16, 2009.3.4
    
    Amended and Restated By-Laws.
    
    Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed on April 2, 2009.4.1
    
    Specimen common stock certificate.
    
    Incorporated by reference to Exhibit 4.1 to our Annual
Report on Form 10-K for the year ended December 31, 2004
filed on March 15, 2005.4.2
    
    See Exhibits 3.1, 3.2, 3.3 and 3.4 for provisions
of the Amended and Restated Articles of
Incorporation, as amended, and Amended and
Restated By-laws of the registrant defining the
rights of holders of common stock of the
registrant.
    
    Incorporated by reference to Exhibit 3.1 to our Current
Reports on Form 8-K filed on February 1, 2005, March 27,
2008, June 16, 2009 and April 2, 2009, respectively.4.3
    
    Indenture dated as of November 6, 2000 between PHH
Corporation and The Bank of New York Mellon
(formerly known as The Bank of New York, as
successor in interest to Bank One Trust Company,
N.A.), as Trustee.
    
    Incorporated by reference to Exhibit 4.3 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.4.3.1
    
    Supplemental Indenture No. 1 dated as of November
6, 2000 between PHH Corporation and The Bank of
New York Mellon (formerly known as The Bank of New
York, as successor in interest to Bank One Trust
Company, N.A.), as Trustee.
    
    Incorporated by reference to Exhibit 4.4 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.4.3.2
    
    Supplemental Indenture No. 2 dated as of January
30, 2001 between PHH Corporation and The Bank of
New York Mellon (formerly known as The Bank of New
York, as successor in interest to Bank One Trust
Company, N.A.), as Trustee.
    
    Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on February 8, 2001.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference4.3.3
    
    Supplemental Indenture No. 3 dated as of May 30,
2002 between PHH Corporation and The Bank of New
York Mellon (formerly known as The Bank of New
York, as successor in interest to Bank One Trust
Company, N.A.), as Trustee.
    
    Incorporated by reference to Exhibit 4.5 to our Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 2007 filed on August 8, 2007.4.3.4
    
    Supplemental Indenture No. 4 dated as of August
31, 2006 between PHH Corporation and The Bank of
New York Mellon (formerly known as The Bank of New
York, as successor in interest to Bank One Trust
Company, N.A.), as Trustee.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on September 1, 2006.4.3.5
    
    Form of PHH Corporation Internotes.
    
    Incorporated by reference to Exhibit 4.6 to our Quarterly
Report on Form 10-Q for the quarterly period ended March
31, 2008 filed on May 9, 2008.4.3.6
    
    Form of 7.125% Note due 2013.
    
    Incorporated by reference to Exhibit 4.5 to our Current
Report on Form 8-K filed on February 24, 2003.4.4
    
    Amended and Restated Base Indenture dated as of
December 17, 2008 among Chesapeake Finance
Holdings LLC, as Issuer, and JP Morgan Chase Bank,
N.A., as indenture trustee.
    
    Incorporated by reference to Exhibit 10.76 to our Annual
Report on Form 10-K for the year ended December 31, 2008
filed on March 2, 2009.4.4.1
    
    Series 2009-1 Indenture Supplement, dated as of
June 9, 2009, among Chesapeake Funding LLC, as
issuer, and The Bank of New York Mellon, as
indenture trustee.
    
    Incorporated by reference to Exhibit 4.5.11 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009 filed on November 5, 2009.4.4.2
    
    Series 2009-2 Indenture Supplement, dated as of
September 11, 2009, among Chesapeake Funding LLC,
as issuer, and The Bank of New York Mellon, as
indenture trustee.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on September 16, 2009.4.4.3
    
    Series 2009-3 Indenture Supplement, dated as of
November 18, 2009, among Chesapeake Funding, LLC
as issuer and The Bank of New York Mellon, as
indenture trustee.
    
    Incorporated by reference to Exhibit 4.4.3 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.4
    
    Form of Series 2009-3 Class A Investor Note
    
    Incorporated by reference to Exhibit 4.4.4 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.5
    
    Form of Series 2009-3 Class B Investor Note
    
    Incorporated by reference to Exhibit 4.4.5 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.6
    
    Form of Series 2009-3 Class C Investor Note
    
    Incorporated by reference to Exhibit 4.4.6 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.7
    
    Series 2009-4 Indenture Supplement, dated as of
December 18, 2009 among Chesapeake Funding, LLC as
issuer and The Bank of New York Mellon, as
indenture trustee.
    
    Incorporated by reference to Exhibit 4.4.7 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference4.4.8
    
    Form of Series 2009-4 Class A Investor Note
    
    Incorporated by reference to Exhibit 4.4.8 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.9
    
    Form of Series 2009-4 Class B Investor Note
    
    Incorporated by reference to Exhibit 4.4.9 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.10
    
    Form of Series 2009-4 Class C Investor Note
    
    Incorporated by reference to Exhibit 4.4.10 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.11
    
    Series 2010-1 Indenture Supplement, dated as of
June 1, 2010 among Chesapeake Funding, LLC as
issuer and The Bank of New York Mellon, as
indenture trustee.
    
    Incorporated by reference to Exhibit 4.4.11 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.12
    
    Form of Series 2010-1 Floating Rate Asset Backed
Variable Funding Investor Notes, Class A.
    
    Incorporated by reference to Exhibit 4.4.12 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.4.13
    
    Form of Series 2010-1 Floating Rate Asset Backed
Investor Notes, Class B.
    
    Incorporated by reference to Exhibit 4.4.13 to our
Quarterly Report on Form 10-Q for the period ended June
30, 2010, filed on August 3, 2010.4.5
    
    Indenture dated as of April 2, 2008, by and
between PHH Corporation and The Bank of New York,
as Trustee.
    
    Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on April 4, 2008.4.5.1
    
    Form of Global Note 4.00% Convertible Senior Note
Due 2012.
    
    Incorporated by reference to Exhibit 4.2 to our Current
Report on Form 8-K filed on April 4, 2008.4.6
    
    Indenture dated as of September 29, 2009, by and
between PHH Corporation and The Bank of New York
Mellon, as Trustee.
    
    Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on October 1, 2009.4.6.1
    
    Form of Global Note 4.00% Convertible Senior Note
Due 2014.
    
    Incorporated by reference to Exhibit A of Exhibit 4.1 to
our Current Report on Form 8-K filed on October 1, 2009.4.7
    
    Trust Indenture dated as of November 16, 2009,
between BNY Trust Company of Canada as issuer
trustee of Fleet Leasing Receivables Trust and
ComputerShare Trust Company Of Canada, as
indenture trustee.
    
    Incorporated by reference to Exhibit 4.8 to our Annual
Report on Form 10-K for the year ended December 31, 2009
filed on March 1, 2010.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference4.7.1
    
    Series 2010-1 Supplemental Indenture dated as of
January 27, 2010, between BNY Trust Company of
Canada as issuer trustee of Fleet Leasing
Receivables Trust and ComputerShare Trust Company
Of Canada, as indenture trustee.
    
    Incorporated by reference to Exhibit 4.8.1 to our Annual
Report on Form 10-K for the year ended December 31, 2009
filed on March 1, 2010.4.7.2
    
    Fleet Leasing Receivables Trust Series 2010-1
Class A-1a Asset-Backed Note.
    
    Incorporated by reference to Schedule A-1a of Exhibit
4.8.1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010.4.7.3
    
    Fleet Leasing Receivables Trust Series 2010-1
Class A-1b Asset-Backed Note.
    
    Incorporated by reference to Schedule A-1b of Exhibit
4.8.1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010.4.7.4
    
    Fleet Leasing Receivables Trust Series 2010-1
Class A-2a Asset-Backed Note.
    
    Incorporated by reference to Schedule A-2a of Exhibit
4.8.1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010.4.7.5
    
    Fleet Leasing Receivables Trust Series 2010-1
Class A-2b Asset-Backed Note.
    
    Incorporated by reference to Schedule A-2b of Exhibit
4.8.1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010.4.7.6
    
    Fleet Leasing Receivables Trust Series 2010-1
Class B Asset-Backed Note.
    
    Incorporated by reference to Schedule B of Exhibit 4.8.1
to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010.10.1
    
    Amended and Restated Competitive Advance and
Revolving Credit Agreement, dated as of January 6,
2006, by and among PHH Corporation and PHH Vehicle
Management Services, Inc., as Borrowers, J.P.
Morgan Securities, Inc. and Citigroup Global
Markets, Inc., as Joint Lead Arrangers, the
Lenders referred to therein (the Lenders), and
JPMorgan Chase Bank, N.A., as a Lender and
Administrative Agent for the Lenders.
    
    Incorporated by reference to Exhibit 10.47 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference10.1.1
    
    Second Amendment, dated as of November 2, 2007, to
the Amended and Restated Competitive Advance and
Revolving Credit Agreement, as amended, dated as
of January 6, 2006, by and among PHH Corporation
and PHH Vehicle Management Services, Inc., as
Borrowers, J.P. Morgan Securities, Inc. and
Citigroup Global Markets, Inc., as Joint Lead
Arrangers, the Lenders referred to therein, and
JPMorgan Chase Bank, N.A., as a Lender and
Administrative Agent for the Lenders.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on November 2, 2007.10.1.2
    
    Third Amendment, dated as of March 27, 2008, to
the Amended and Restated Competitive Advance and
Revolving Credit Agreement, as amended, dated as
of January 6, 2006, by and among PHH Corporation
and PHH Vehicle Management Services, Inc., as
Borrowers, J.P. Morgan Securities, Inc. and
Citigroup Global Markets, Inc., as Joint Lead
Arrangers, the Lenders referred to therein, and
JPMorgan Chase Bank, N.A., as a Lender and
Administrative Agent for the Lenders.
    
    Incorporated by reference to Exhibit 10.1.2 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009 filed on November 5, 2009.10.1.3
    
    Fourth Amendment, dated as of June 25, 2010, to
the Amended and Restated Competitive Advance and
Revolving Credit Agreement, as amended, dated as
of January 6, 2006, by and among PHH Corporation
and PHH Vehicle Management Services, Inc., as
Borrowers, J.P. Morgan Securities, Inc. and
Citigroup Global Markets, Inc., as Joint Lead
Arrangers, the Lenders referred to therein and JP
Morgan Chase Bank, N.A. as a Lender and as a
Administrative Agent for the lenders.
    
    Filed herewith.10.2
    
    Separation Agreement, dated as of January 31,
2005, by and between Cendant Corporation and PHH
Corporation.
    
    Incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K filed on February 1, 2005.10.3
    
    Amended and Restated Tax Sharing Agreement dated
as of December 21, 2005 between PHH Corporation
and Cendant Corporation.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on December 28, 2005.10.4
    
    Amended and Restated Limited Liability Company
Operating Agreement, dated as of January 31, 2005,
of PHH Home Loans, LLC, by and between PHH Broker
Partner Corporation and Cendant Real Estate
Services Venture Partner, Inc.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on February 1, 2005.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference10.4.1
    
    Amendment No. 1 to the Amended and Restated
Limited Liability Company Operating Agreement of
PHH Home Loans, LLC, dated May 12, 2005, by and
between PHH Broker Partner Corporation and Cendant
Real Estate Services Venture Partner, Inc.
    
    Incorporated by reference to Exhibit 3.3.1 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2005 filed on November 14, 2005.10.4.2
    
    Amendment No. 2, dated as of March 31, 2006 to the
Amended and Restated Limited Liability Company
Operating Agreement of PHH Home Loans, LLC, dated
as of January 31, 2005, as amended.
    
    Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Cendant Corporation (now known as
Avis Budget Group, Inc.) filed on April 4, 2006.10.4.3
    
    Strategic Relationship Agreement, dated as of
January 31, 2005, by and among Cendant Real Estate
Services Group, LLC, Cendant Real Estate Services
Venture Partner, Inc., PHH Corporation, Cendant
Mortgage Corporation, PHH Broker Partner
Corporation and PHH Home Loans, LLC.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on February 1, 2005.10.4.4
    
    Trademark License Agreement, dated as of January
31, 2005, by and among TM Acquisition Corp.,
Coldwell Banker Real Estate Corporation, ERA
Franchise Systems, Inc. and Cendant Mortgage
Corporation.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on February 1, 2005.10.4.5
    
    Marketing Agreement, dated as of January 31, 2005,
by and between Coldwell Banker Real Estate
Corporation, Century 21 Real Estate LLC, ERA
Franchise Systems, Inc., Sothebys International
Affiliates, Inc. and Cendant Mortgage Corporation.
    
    Incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed on February 1, 2005.10.4.6
    
    Management Services Agreement, dated as of March
31, 2006, between PHH Home Loans, LLC and PHH
Mortgage Corporation.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on April 6, 2006.10.4.7
    
    Trademark License Agreement, dated as of January
31, 2005, by and between Cendant Real Estate
Services Venture Partner, Inc., and PHH Home
Loans, LLC.
    
    Incorporated by reference to Exhibit 10.66 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.10.5
    
    Origination Assistance Agreement, dated as of
December 15, 2000, as amended through March 24,
2006, by and between Merrill Lynch Credit
Corporation and Cendant Mortgage Corporation
(renamed PHH Mortgage Corporation).
    
    Incorporated by reference to Exhibit 10.67 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.10.5.1
    
    Portfolio Servicing Agreement, dated as of January
28, 2000, as amended through October 27, 2004, by
and between Merrill Lynch Credit Corporation and
Cendant Mortgage Corporation (renamed PHH Mortgage
Corporation).
    
    Incorporated by reference to Exhibit 10.68 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference10.5.2
    
    Loan Purchase and Sale Agreement, dated as of
December 15, 2000, as amended through March 24,
2006, by and between Merrill Lynch Credit
Corporation and Cendant Mortgage Corporation
(renamed PHH Mortgage Corporation).
    
    Incorporated by reference to Exhibit 10.69 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.10.5.3
    
    Equity Access® and OmegaSM Loan
Subservicing Agreement, dated as of June 6, 2002,
as amended through March 14, 2006, by and between
Merrill Lynch Credit Corporation, as servicer, and
Cendant Mortgage Corporation (renamed PHH Mortgage
Corporation), as subservicer.
    
    Incorporated by reference to Exhibit 10.70 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.10.5.4
    
    Servicing Rights Purchase and Sale Agreement,
dated as of January 28, 2000, as amended through
March 29, 2005, by and between Merrill Lynch
Credit Corporation and Cendant Mortgage
Corporation (renamed PHH Mortgage Corporation).
    
    Incorporated by reference to Exhibit 10.71 to our Annual
Report on Form 10-K for the year ended December 31, 2005
filed on November 22, 2006.10.5.5
    
    Letter Agreement dated August 8, 2008 by and
between PHH Mortgage Corporation and Merrill Lynch
Credit Corporation relating to the Servicing
Rights Purchase and Sale Agreement dated January
28, 2000, as amended.
    
    Incorporated by reference to Exhibit 10.69 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2008 filed on November 10, 2008.10.5.6
    
    Mortgage Loan Subservicing Agreement by and
between Merrill Lynch Credit Corporation and PHH
Mortgage Corporation dated as of August 8, 2008.
    
    Incorporated by reference to Exhibit 10.70 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2008 filed on November 10, 2008.10.6
    
    Master Exchange Agreement, dated as of March 7,
2006, by and among PHH Funding, LLC, Chesapeake
Finance Holdings LLC (f/k/a Chesapeake Funding
LLC) and D.L. Peterson Trust.
    
    Incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed on March 13, 2006.10.7
    
    Purchase Agreement dated March 27, 2008 by and
between PHH Corporation, Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. and Wachovia
Capital Markets, LLC, as representatives of the
Initial Purchasers.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.1
    
    Master Terms and Conditions for Convertible Bond
Hedging Transactions dated March 27, 2008 by and
between PHH Corporation and J.P. Morgan Chase
Bank, N.A.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.2
    
    Master Terms and Conditions for Warrants dated
March 27, 2008 by and between PHH Corporation and
J.P. Morgan Chase Bank, N.A.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.3
    
    Confirmation of Convertible Bond Hedging
Transactions dated March 27, 2008 by and between
PHH Corporation and J.P. Morgan Chase Bank, N.A.
    
    Incorporated by reference to Exhibit 10.4 to our Current
Report of Form 8-K filed on April 4, 2008.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference10.7.4
    
    Confirmation of Warrant dated March 27, 2008 by
and between PHH Corporation and J.P. Morgan Chase
Bank, N.A.
    
    Incorporated by reference to Exhibit 10.5 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.5
    
    Master Terms and Conditions for Convertible Debt
Bond Hedging Transactions dated March 27, 2008 by
and between PHH Corporation and Wachovia Bank,
N.A.
    
    Incorporated by reference to Exhibit 10.6 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.6
    
    Master Terms and Conditions for Warrants dated
March 27, 2008 by and between PHH Corporation and
Wachovia Bank, N.A.
    
    Incorporated by reference to Exhibit 10.7 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.7
    
    Confirmation of Convertible Bond Hedging
Transactions dated March 27, 2008 by and between
PHH Corporation and Wachovia Bank, N.A.
    
    Incorporated by reference to Exhibit 10.8 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.8
    
    Confirmation of Warrant dated March 27, 2008 by
and between PHH Corporation and Wachovia Bank,
N.A.
    
    Incorporated by reference to Exhibit 10.9 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.9
    
    Master Terms and Conditions for Convertible Bond
Hedging Transactions dated March 27, 2008 by and
between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.10 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.10
    
    Master Terms and Conditions for Warrants dated
March 27, 2008 by and between PHH Corporation and
Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.11 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.11
    
    Confirmation of Convertible Bond Hedging
Transactions dated March 27, 2008 by and between
PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.12 to our Current
Report of Form 8-K filed on April 4, 2008.10.7.12
    
    Confirmation of Warrant dated March 27, 2008 by
and between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.13 to our Current
Report of Form 8-K filed on April 4, 2008.10.8
    
    Second Amended and Restated Master Repurchase
Agreement dated as of June 18, 2010, between The
Royal Bank of Scotland PLC, as Buyer, PHH Mortgage
Corporation, as Seller.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on June 23, 2010.10.8.1
    
    Third Amended and Restated Guaranty dated as of
June 18, 2010, made by PHH Corporation in favor of
The Royal Bank of Scotland, PLC.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on June 23, 2010.10.9
    
    Purchase Agreement dated June 2, 2009 by and among
PHH Corporation, PHH Vehicle Management Services,
LLC, Chesapeake Funding LLC and J.P. Morgan
Securities, Inc, Banc of America Securities LLC
and Citigroup Global Markets, Inc., as
representatives of several initial purchasers.
    
    Incorporated by reference to Exhibit 10.11 to our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009 filed on November 5, 2009.




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ExhibitNo.
    
    Description
    
    Incorporation by Reference10.10
    
    Purchase Agreement dated September 2, 2009 by and
among PHH Corporation, PHH Vehicle Management
Services, LLC, Chesapeake Funding LLC and J.P.
Morgan Securities, Inc, Banc of America Securities
LLC and Citigroup Global Markets, Inc., as
representatives of several initial purchasers.
    
    Incorporated by reference to Exhibit 10.12 to our
Quarterly Report on Form 10-Q/A for the quarterly period
ended September 30, 2009 filed on January 12, 2010.10.11
    
    Purchase Agreement dated September 23, 2009, by
and between PHH Corporation, Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. and
Wells Fargo Securities, LLC, as representatives of
the Initial Purchasers.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.1
    
    Master Terms and Conditions for Convertible Bond
Hedging Transactions dated September 23, 2009, by
and between PHH Corporation and JPMorgan Chase
Bank, National Association, London Branch.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.2
    
    Master Terms and Conditions for Warrants dated
September 23, 2009, by and between PHH Corporation
and JPMorgan Chase Bank, National Association,
London Branch.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.3
    
    Confirmation of Convertible Bond Hedging
Transactions dated September 23, 2009, by and
between PHH Corporation and JPMorgan Chase Bank,
National Association, London Branch.
    
    Incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.4
    
    Confirmation of Warrants dated September 23, 2009,
by and between PHH Corporation and JPMorgan Chase
Bank, National Association, London Branch.
    
    Incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.5
    
    Master Terms and Conditions for Convertible Bond
Hedging Transactions dated September 23, 2009, by
and between PHH Corporation and Wachovia Bank,
National Association.
    
    Incorporated by reference to Exhibit 10.6 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.6
    
    Master Terms and Conditions for Warrants dated
September 23, 2009, by and between PHH Corporation
and Wachovia Bank, National Association.
    
    Incorporated by reference to Exhibit 10.7 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.7
    
    Confirmation of Convertible Bond Hedging
Transactions dated September 23, 2009, by and
between PHH Corporation and Wachovia Bank,
National Association.
    
    Incorporated by reference to Exhibit 10.8 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.8
    
    Confirmation of Warrants dated September 23, 2009,
by and between PHH Corporation and Wachovia Bank,
National Association.
    
    Incorporated by reference to Exhibit 10.9 to our Current
Report on Form 8-K filed on September 29, 2009.




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##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.11.9
    
    Master Terms and Conditions for Convertible Bond
Hedging Transactions dated September 23, 2009, by
and between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.10 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.10
    
    Master Terms and Conditions for Warrants dated
September 23, 2009, by and between PHH Corporation
and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.11 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.11
    
    Confirmation of Convertible Bond Hedging
Transactions dated September 23, 2009, by and
between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.12 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.12
    
    Confirmation of Warrants dated September 23, 2009,
by and between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.13 to our Current
Report on Form 8-K filed on September 29, 2009.10.11.13
    
    Amendment to Convertible Bond Hedging Transaction
Confirmation dated September 29, 2009, by and
between PHH Corporation and JPMorgan Chase Bank,
National Association, London Branch.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on October 1, 2009.10.11.14
    
    Confirmation of Additional Warrants dated
September 29, 2009, by and between PHH Corporation
and JPMorgan Chase Bank, National Association,
London Branch.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on October 1, 2009.10.11.15
    
    Amendment to Convertible Bond Hedging Transaction
Confirmation dated September 29, 2009, by and
between PHH Corporation and Wachovia Bank,
National Association.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on October 1, 2009.10.11.16
    
    Confirmation of Additional Warrants dated
September 29, 2009, by and between PHH Corporation
and Wachovia Bank, National Association.
    
    Incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed on October 1, 2009.10.11.17
    
    Amendment to Convertible Bond Hedging Transaction
Confirmation dated September 29, 2009, by and
between PHH Corporation and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K filed on October 1, 2009.10.11.18
    
    Confirmation of Additional Warrants dated
September 29, 2009, by and between PHH Corporation
and Citibank, N.A.
    
    Incorporated by reference to Exhibit 10.6 to our Current
Report on Form 8-K filed on October 1, 2009.10.12
    
    PHH Corporation Non-Employee Directors Deferred
Compensation Plan.
    
    Incorporated by reference to Exhibit 10.10 to our Current
Report on Form 8-K filed on February 1, 2005.10.12.1
    
    PHH Corporation Officer Deferred Compensation Plan.
    
    Incorporated by reference to Exhibit 10.11 to our Current
Report on Form 8-K filed on February 1, 2005.




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##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.12.2
    
    PHH Corporation Savings Restoration Plan.
    
    Incorporated by reference to Exhibit 10.12 to our Current
Report on Form 8-K filed on February 1, 2005.10.12.3
    
    PHH Corporation 2005 Equity and Incentive Plan.
    
    Incorporated by reference to Exhibit 10.9 to our Current
Report on Form 8-K filed on February 1, 2005.10.12.4
    
    Form of PHH Corporation 2005 Equity and Incentive
Plan Non-Qualified Stock Option Agreement, as
amended.
    
    Incorporated by reference to Exhibit 10.28 to our
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005 filed on May 16, 2005.10.12.5
    
    Form of PHH Corporation 2005 Equity and Incentive
Plan Non-Qualified Stock Option Conversion Award
Agreement.
    
    Incorporated by reference to Exhibit 10.29 to our
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005 filed on May 16, 2005.10.12.6
    
    Resolution of the PHH Corporation Board of
Directors dated March 31, 2005, adopting
non-employee director compensation arrangements.
    
    Incorporated by reference to Exhibit 10.32 to our
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005 filed on May 16, 2005.10.12.7
    
    Amendment Number One to the PHH Corporation 2005
Equity and Incentive Plan.
    
    Incorporated by reference to Exhibit 10.35 to our
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2005 filed on August 12, 2005.10.12.8
    
    Form of PHH Corporation 2005 Equity and Incentive
Plan Non-Qualified Stock Option Award Agreement,
as revised June 28, 2005.
    
    Incorporated by reference to Exhibit 10.36 to our
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2005 filed on August 12, 2005.10.12.9
    
    Form of PHH Corporation 2005 Equity and Incentive
Plan Restricted Stock Unit Award Agreement, as
revised June 28, 2005.
    
    Incorporated by reference to Exhibit 10.37 to our
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2005 filed on August 12, 2005.10.12.10
    
    Form of PHH Corporation Amended and Restated
Severance Agreement for Certain Executive Officers
as approved by the PHH Corporation Compensation
Committee on January 10, 2008.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on January 14, 2008.10.12.11
    
    PHH Corporation Change in Control Severance
Agreement by and between the Company and Sandra
Bell dated as of October 13, 2008.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on October 14, 2008.10.12.12
    
    Form of 2009 Performance Unit Award Notice and
Agreement for Certain Executive Officers, as
approved by the Compensation Committee on March
25, 2009.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on March 31, 2009.10.12.13
    
    Amended and Restated 2005 Equity and Incentive
Plan (as amended and restated through June 17,
2009).
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on June 22, 2009.




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##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.12.14
    
    Transition Services and Separation Agreement by
and between PHH Corporation and Terence W. Edwards
dated August 5, 2009.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on August 5, 2009.10.12.15
    
    Amendment to the Transition Services and
Separation Agreement by and between PHH
Corporation and Terence W. Edwards dated as of
September 11, 2009.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on September 16, 2009.10.12.16
    
    Release by and between PHH Corporation and Terence
W. Edwards dated as of September 11, 2009.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on September 16, 2009.10.12.17
    
    Employment Agreement dated as of October 26, 2009,
between Jerome J. Selitto and PHH Corporation.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on October 30, 2009.10.12.18
    
    PHH Corporation Management Incentive Plan.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on April 6, 2010.10.12.19
    
    Form of PHH Corporation Management Incentive Plan
Award Notice.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on April 6, 2010.10.13
    
    Trust Purchase Agreement dated January 27, 2010
between Fleet Leasing Receivables Trust, as
purchaser, PHH Fleet Lease Receivables L.P., as
seller, PHH Vehicle Management Services Inc., as
servicer and PHH Corporation, as performance
guarantor.
    
    Incorporated by reference to Exhibit 10.15 to our Annual
Report on Form 10-K for the year ended December 31, 2009
filed on March 1, 2010.10.13.1
    
    Agency Agreement dated as of January 25, 2010,
between BNY Trust Company of Canada as trustee of
Fleet Leasing Receivables Trust, PHH Vehicle
Management Services Inc., as financial services
agent of Fleet Leasing Receivables Trust and as
originator, PHH Fleet Lease Receivables L.P., as
seller and Merrill Lynch Canada Inc., CIBC World
Markets Inc., RBC Dominion Securities Inc. and
Scotia Capital Inc., as agents.
    
    Incorporated by reference to Exhibit 10.15.1 to our Annual
Report on Form 10-K for the year ended December 31, 2009
filed on March 1, 2010.10.13.2
    
    Agency Agreement dated as of January 25, 2010,
between BNY Trust Company of Canada as trustee of
Fleet Leasing Receivables Trust, PHH Vehicle
Management Services Inc., as financial services
agent of Fleet Leasing Receivables Trust and as
originator, PHH Fleet Lease Receivables L.P., as
seller and Merrill Lynch Canada Inc. and Banc of
America Securities LLC, as agents.
    
    Incorporated by reference to Exhibit 10.15.2 to our Annual
Report on Form 10-K for the year ended December 31, 2009
filed on March 1, 2010.10.14
    
    Mortgage Loan Participation Purchase and Sale
Agreement dated as of July 23, 2010, between PHH
Mortgage Corporation, as seller, and Bank of
America, N.A., as purchaser.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on July 29, 2010.




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##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference31.1
    
    Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    Certification of Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
    
    Incorporated by reference to Exhibit 32.1 to our Quarterly
Report on Form 10-Q for the period ended June 30, 2010,
filed on August 3, 2010.32.2
    
    Certification of Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
    
    Incorporated by reference to Exhibit 32.2 to our Quarterly
Report on Form 10-Q for the period ended June 30, 2010,
filed on August 3, 2010.101.INS
    
    XBRL Instance Document
    
    Incorporated by reference to Exhibit 101.INS to our
Quarterly Report on Form 10-Q/A for the period ended June
30, 2010, filed on August 11, 2010.101.SCH
    
    XBRL Taxonomy Extension Schema Document
    
    Incorporated by reference to Exhibit 101.SCH to our
Quarterly Report on Form 10-Q/A for the period ended June
30, 2010, filed on August 11, 2010.101.CAL
    
    XBRL Taxonomy Extension Calculation Linkbase
Document
    
    Incorporated by reference to Exhibit 101.CAL to our
Quarterly Report on Form 10-Q/A for the period ended June
30, 2010, filed on August 11, 2010.101.LAB
    
    XBRL Taxonomy Extension Labels Linkbase Document
    
    Incorporated by reference to Exhibit 101.LAB to our
Quarterly Report on Form 10-Q/A for the period ended June
30, 2010, filed on August 11, 2010.101.PRE
    
    XBRL Taxonomy Extension Presentation Linkbase
Document
    
    Incorporated by reference to Exhibit 101.PREto our
Quarterly Report on Form 10-Q/A for the period ended June
30, 2010, filed on August 11, 2010.
 
 
    
    Confidential treatment has been requested for certain portions of this Exhibit pursuant to
Rule 24b-2 of the Exchange Act which portions have been omitted and filed separately with the
Commission.
    
    Confidential treatment has been granted for certain portions of this Exhibit pursuant to an
order under the Exchange Act which portions have been omitted and filed separately with the
Commission.
    
    Confidential treatment has been granted for certain portions of this Exhibit which was filed
as Exhibit 10.79 to the registrants Quarterly Report on Form 10-Q filed with the Commission
on August 4, 2009. This Exhibit was re-filed with fewer redactions as Exhibit 10.11 to the
registrants Quarterly Report on Form 10-Q filed with the Commission on November 5, 2009. The
redacted portions of this Exhibit have been filed separately with the Commission.
    
    Management or compensatory plan or arrangement required to be filed pursuant to Item
601(b)(10) of Regulation S-K.