UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q/A
 (Amendment No. 1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 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 o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o o
 o þ




---



##### 



EXPLANATORY NOTE
  PART II  OTHER INFORMATION
 Item 6. Exhibits
  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)  1




---



##### 



EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Incorporation by Reference2.1*
    
    Agreement and Plan of Merger dated as of
March 15, 2007 by and among General Electric Capital
Corporation, a Delaware corporation, Jade Merger
Sub, Inc., a Maryland corporation, and PHH
Corporation, a Maryland corporation.
    
    Incorporated by reference to Exhibit 2.1 to our Current
Report on Form 8-K filed on March 15, 2007.3.1
    
    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
    
    Rights Agreement, dated as of January 28, 2005, by
and between PHH Corporation and The Bank of New York
Mellon (formerly known as The Bank of New York).
    
    Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on February 1, 2005.4.4
    
    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, 2006.4.4.1
    
    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.
 2




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference4.4.2
    
    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, 2001.4.4.3
    
    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, 2007.4.4.4
    
    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, 2006.4.4.5
    
    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, 2008.4.4.6
    
    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, 2003.4.5
    
    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, 2009.4.5.1
    
    Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, among Chesapeake Funding LLC (now
known as Chesapeake Finance Holdings LLC), as
Issuer, PHH Vehicle Management Services, LLC, as
Administrator, JPMorgan Chase Bank, N.A., as
Administrative Agent, Certain CP Conduit Purchasers,
Certain APA Banks, Certain Funding Agents, and
JPMorgan Chase Bank, N.A., as Indenture Trustee.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on March 13, 2006.
 3




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference4.5.2
    
    Series 2006-2 Indenture Supplement, dated as of
March 7, 2006, among Chesapeake Funding LLC (now
known as Chesapeake Finance Holdings LLC), as
Issuer, PHH Vehicle Management Services, LLC, as
Administrator, JPMorgan Chase Bank, N.A., as
Administrative Agent, Certain CP Conduit Purchasers,
Certain APA Banks, Certain Funding Agents, and
JPMorgan Chase Bank, N.A., as Indenture Trustee.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on March 13, 2006.4.5.3
    
    Amended and Restated Series 2006-2 Indenture
Supplement, dated as of December 1, 2006, among
Chesapeake Funding LLC, as Issuer, PHH Vehicle
Management Services, LLC, as Administrator, JPMorgan
Chase Bank, N.A., as Administrative Agent, Certain
CP Conduit Purchasers, Certain APA Banks, Certain
Funding Agents as set forth therein, and The Bank of
New York as successor to JPMorgan Chase Bank, N.A.,
as indenture trustee.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on December 7, 2006.4.5.4
    
    First Amendment, dated as of March 6, 2007, to the
Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, among Chesapeake Funding LLC, as
Issuer, PHH Vehicle Management Services, LLC, as
Administrator, JPMorgan Chase Bank, N.A., as
Administrative Agent, Certain CP Conduit Purchasers,
Certain Banks, Certain Funding Agents as set forth
therein, and The Bank of New York as Successor to
JPMorgan Chase Bank, N.A., as Indenture Trustee.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on March 8, 2007.4.5.5
    
    First Amendment, dated as of March 6, 2007, to the
Amended and Restated Series 2006-2 Indenture
Supplement, dated as of December 1, 2006, among
Chesapeake Funding LLC, as Issuer, PHH Vehicle
Management Services, LLC, as Administrator, JPMorgan
Chase Bank, N.A., as Administrative Agent, Certain
CP Conduit Purchasers, Certain Banks, Certain
Funding Agents as set forth therein, and The Bank of
New York as Successor to JPMorgan Chase Bank, N.A.,
as Indenture Trustee.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on March 8, 2007.
 4




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference4.5.6
    
    Second Amendment, dated as of November 30, 2007, to
the Amended and Restated Series 2006-2 Indenture
Supplement, dated as of December 1, 2006, as amended
as of March 6, 2007, among Chesapeake, as issuer,
PHH Vehicle Management Services, LLC, as
administrator, The Bank of New York Mellon (formerly
known as The Bank of New York), as successor to JP
Morgan Chase Bank, N. A., as indenture trustee,
certain commercial paper conduit purchasers, certain
banks and certain funding agents as set forth
therein, and JPMorgan Chase Bank, N. A., in its
capacity as administrative agent for the CP Conduit
Purchasers, the APA Banks and the Funding Agents.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on December 6, 2007.4.5.7
    
    Second Amendment, dated as of February 28, 2008, to
the Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, as amended as of March 6, 2007, among
Chesapeake Funding LLC, as Issuer, PHH Vehicle
Management Services, LLC, as Administrator, JPMorgan
Chase Bank, N.A., as Administrative Agent, Certain
CP Conduit Purchasers, Certain Banks, Certain
Funding Agents as set forth therein, and The Bank of
New York as Successor to JPMorgan Chase Bank, N.A.,
as Indenture Trustee.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on March 4, 2008.4.5.8
    
    Third Amendment, dated as of December 17, 2008, to
the Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, as amended as of March 6, 2007 and as
of February 28, 2008, among Chesapeake, as issuer,
PHH Vehicle Management Services, LLC, as
administrator, The Bank of New York Mellon (formerly
known as The Bank of New York), as successor to
JPMorgan Chase Bank, N. A., as indenture trustee,
certain commercial paper conduit purchasers, certain
banks and certain funding agents as set forth
therein, and JPMorgan Chase Bank, N. A., in its
capacity as administrative agent for the CP Conduit
Purchasers, the APA Banks and the Funding Agents.
    
    Incorporated by reference to Exhibit 10.74 to our Annual
Report on Form 10-K for the year ended December 31, 2008
filed on March 2, 2009.
 5




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference4.5.9
    
    Third Amendment, dated as of December 17, 2008, to
the Amended and Restated Series 2006-2 Indenture
Supplement, dated as of December 1, 2006, as amended
as of March 6, 2007 and as of November 30, 2007,
among Chesapeake, as issuer, PHH Vehicle Management
Services, LLC, as administrator, The Bank of New
York Mellon (formerly known as The Bank of New
York), as successor to JP Morgan Chase Bank, N. A.,
as indenture trustee, certain commercial paper
conduit purchasers, certain banks and certain
funding agents as set forth therein, and JPMorgan
Chase Bank, N. A., in its capacity as administrative
agent for the CP Conduit Purchasers, the APA Banks
and the Funding Agents.
    
    Incorporated by reference to Exhibit 10.75 to our Annual
Report on Form 10-K for the year ended December 31, 2008
filed on March 2, 2009.4.5.10
    
    Fourth Amendment, dated as of February 26, 2009, to
the Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, as amended as of March 6, 2007,
February 28, 2008 and December 17, 2008, among
Chesapeake, as issuer, PHH Vehicle Management
Services, LLC, as administrator, The Bank of New
York Mellon (formerly known as The Bank of New York)
as successor to JP Morgan Chase Bank N.A., as
indenture trustee, certain commercial paper conduit
purchasers , certain banks and certain funding
agents as set forth therein, and JP Morgan Chase
Bank, N.A., in its capacity as administrative agent
for the CP Conduit Purchasers, the APA Banks and the
Funding Agents.
    
    Incorporated by reference to Exhibit 10.78 to our Annual
Report on Form 10-K for the year ended December 31, 2008
filed on March 2, 2009.4.5.11
    
    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, 2009.4.5.12
    
    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, 2009.4.6
    
    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, 2008.4.6.1
    
    Form of Global Note 4.00% Convertible Senior Note
Due 2012 (included as part of Exhibit 4.6).
    
    Incorporated by reference to Exhibit 4.2 to our Current
Report on Form 8-K filed on April 4, 2008.
 6




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference4.7
    
    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, 2009.4.7.1
    
    Form of Global Note 4.00% Convertible Senior Note
Due 2014 (included as part of Exhibit 4.7).
    
    Incorporated by reference to Exhibit A of Exhibit 4.1 to our
Current Report on Form 8-K filed on October 1, 2009.10.1
    
    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, 2006.10.1.1
    
    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, 2009.10.2
    
    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.
 7




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.4
    
    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, 2005.10.4.1
    
    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.
 8




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.5.1
    
    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, 2006.10.5.2
    
    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
    
    Settlement Agreement, dated as of January 4, 2008,
by, between and among PHH Corporation, Pearl
Mortgage Acquisition 2 L.L.C. and Blackstone Capital
Partners V L.P.
    
    Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on January 7, 2008.10.8
    
    Master Repurchase Agreement, dated as of February
28, 2008, among PHH Mortgage Corporation, as Seller,
and Citigroup Global Markets Realty Corp., as Buyer.
    
    Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on March 4, 2008.
 9




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.8.1
    
    Guaranty, dated as of February 28, 2008, by PHH
Corporation in favor of Citigroup Global Markets
Realty, Corp., party to the Master Repurchase
Agreement, dated as of February 28, 2008, among PHH
Mortgage Corporation, as Seller, and Citigroup
Global Markets Realty Corp., as Buyer.
    
    Incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K filed on March 4, 2008.10.9
    
    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, 2008.10.9.1
    
    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, 2008.10.9.2
    
    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, 2008.10.9.3
    
    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, 2008.10.9.4
    
    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, 2008.10.9.5
    
    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, 2008.10.9.6
    
    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, 2008.10.9.7
    
    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, 2008.10.9.8
    
    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, 2008.10.9.9
    
    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




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.9.10
    
    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, 2008.10.9.11
    
    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, 2008.10.9.12
    
    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, 2008.10.10
    
    Amended and Restated Master Repurchase Agreement,
dated as of June 26, 2008, between PHH Mortgage
Corporation, as seller, and The Royal Bank of
Scotland plc, as buyer and agent.
    
    Incorporated by reference to Exhibit
10.65 to our Quarterly Report of Form
10-Q for the quarterly period ended on
September 30, 2008 filed on November 10,
2008.10.10.1
    
    Second Amended and Restated Guaranty, dated as of
June 26, 2008, by PHH Corporation in favor of The
Royal Bank of Scotland plc and Greenwich Capital
Financial Products, Inc.
    
    Incorporated by reference to Exhibit 10.2
to our Current Report on Form 8-K filed
on July 1, 2008.10.11
    
    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 of Form
10-Q for the quarterly period ended on
September 30, 2009 filed on November 5,
2009.10.12
    
    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.
    
    Filed herewith.10.13
    
    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, 2009.10.13.1
    
    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.
 11




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.13.2
    
    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, 2009.10.13.3
    
    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, 2009.10.13.4
    
    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, 2009.10.13.5
    
    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, 2009.10.13.6
    
    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, 2009.10.13.7
    
    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, 2009.10.13.8
    
    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, 2009.10.13.9
    
    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, 2009.10.13.10
    
    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, 2009.10.13.11
    
    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.
 12




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.13.12
    
    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, 2009.10.13.13
    
    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, 2009.10.13.14
    
    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, 2009.10.13.15
    
    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, 2009.10.13.16
    
    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, 2009.10.13.17
    
    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, 2009.10.13.18
    
    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, 2009.10.14
    
    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, 2005.10.14.1
    
    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, 2005.10.14.2
    
    PHH Corporation Savings Restoration Plan.
    
    Incorporated by reference to Exhibit 10.12 to our Current
Report on Form 8-K filed on February 1, 2005.10.14.3
    
    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.
 13




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.14.4
    
    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, 2005.10.14.5
    
    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, 2005.10.14.6
    
    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, 2005.10.14.7
    
    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, 2005.10.14.8
    
    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, 2005.10.14.9
    
    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, 2005.10.14.10
    
    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, 2008.10.14.11
    
    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, 2008.10.14.12
    
    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, 2009.10.14.13
    
    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, 2009.10.14.14
    
    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.
 14




---



##### 



ExhibitNo.
    
    Description
    
    Incorporation by Reference10.14.15
    
    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, 2009.10.14.16
    
    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, 2009.10.14.17
    
    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, 2009.31.1
    
    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 quarterly period ended September
30, 2009 filed on November 5, 2009.32.2
    
    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 quarterly period ended September
30, 2009 filed on November 5, 2009.
 
 *
    
    Schedules and exhibits of this Exhibit have been omitted pursuant to Item 601(b)(2) of
Regulation S-K which portions will be furnished upon the request of the Commission.
    
    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 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. 15